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Home My WebLink AboutC14-110 Eagle Valley Events, Inc. Agreement AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND EAGLE VALLEY EVENTS, INC. This Agreement for Professional Services ("the Agreement"), made this ,_day of March, 2014, is between Eagle County, Colorado a body corporate and politic, by and through its Board of County Commissioners ("County"), and Eagle Valley Events, Inc. ("Contractor"). WITNESSETH: WHEREAS, County is the owner of certain real property located in Eagle County, Colorado, which is used as and commonly referred to as the Eagle County Fairgrounds (the"Fairgrounds Facility"); and WHEREAS, County desires to contract with a professional who will provide services such as promoting and coordinating the 2014 Eagle County Fair and Rodeo (hereinafter the "Fair and Rodeo" or the"Project") and marketing of the Fairgrounds Facility in 2014; and WHEREAS, Contractor is authorized to do business in Colorado and has the time, skill and has expertise in event planning and promotion necessary to provide the services defined below in paragraph 1 hereof; and WHEREAS, Contractor and County intend by this Agreement to set forth the scope of the responsibilities of the Contractor in connection with the services to be provided; and AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services. Contractor agrees to diligently provide all services, labor,personnel and materials necessary to perform and complete the Scope of Work set forth in Exhibit A ("Services"), which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. In addition to the Services set forth in Exhibit A, Contractor shall also, from time to time, supervise County part-time employees who work on projects or tasks associated with the Fair and Rodeo. Contractor will insure that any employee or subcontractor of Contractor's, who is also a County employee, will report all time worked for County only to the County and all time worked for Contractor separately to Contractor. The parties hereto agree that Laurie Asmussen will be the primary provider of Services under this Agreement; however, Contractor may have personnel other than Laurie Asmussen performing and assisting with certain Services from time to time. Cl4f[ID a. Contractor agrees to furnish the Services in accordance with the schedule established in Exhibit B. If no completion date is specified in Exhibit B, 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. Contractor shall provide County written progress reports together with Contractor's invoice each month which reasonably detail the percentage of the Services completed for each task set forth on Exhibit B. Unless the scheduled date for a particular task is extended by the County, the Services shall be completed as per the established schedule. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A, Exhibit B or Exhibit C and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. c. Contractor agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. d. 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 it has such authority. The final selection of entertainment, events, vendors and concessionaires, and site assignments rests solely with the County. Contractor shall make recommendations to County on such matters and implement the selections made by the County. e. County acknowledges that Contractor's ability to timely perform under this Agreement depends in part on the County's prompt response to Contractor's request for approval. County will make a good faith attempt to respond with approval or direction within 14 days of Contractor's request. f. Contractor will verify with County on or before July 1, 2014 that all sponsorship pledges for the Fair and Rodeo have been paid or otherwise satisfied. Contractor will revoke sponsorship benefits for any sponsor which has not satisfied its pledge. 2. County's Representative. The Facilities Management Department's 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 12 hereof, shall continue in full force and effect through the 30th day of November, 2014. 2 4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement 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 in accordance with County's internal policies. 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 C. The performance of the Services under this Agreement shall not exceed $40,000.00. 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. Payment will be made for Services in accordance with the payment schedule in Exhibit C which is attached hereto and incorporated herein by this reference. Contractor shall submit to County monthly invoices stating the estimate of the progress and the tasks identified on Exhibit B made during the previous calendar month. Upon request, Contractor shall provide County with other such supporting information as County may reasonably request. b. Any out-of-pocket expenses to be incurred by Contractor and reimbursed by County shall be identified on Exhibit C. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Contractor. Contractor shall not be reimbursed for expenses that are not set forth on Exhibit C unless specifically approved in writing by County. c. 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, after written notice thereof and a reasonable opportunity to cure the deficiency in the Work is provided Contractor and upon Contractor's failure to cure its deficient Work as reasonably determined by County, the County may withhold such payment until the parties resolve the issue of whether payment is due. 3 d. 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. e. 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. 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 $2,000,000 aggregate limits. 4 iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. 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. ii. Contractor's certificates of insurance shall include subcontractors as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. All coverage(s) for subcontractors shall be subject to the same minimum requirements identified above. Contractor and subcontractors, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Contractor and its subcontractors until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an"A.M. Best"rating of not less than A-VII. iv. Contractor's insurance coverage shall be primary and non-contributory with respect to all other available sources. Contractor's policy shall contain a waiver of subrogation against Eagle County. v. All policies must contain an endorsement affording an unqualified thirty (30) days' notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Contractor's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit D. Upon request, Contractor shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Contractor's broker, 5 without further notice or authorization by Contractor, to immediately comply with any written request of County for a complete copy of the policy. viii. Contractor shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Contractor, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Contractor fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. 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. xii. 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 sub-Contractors 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 prepared by Contractor in connection with the Services shall become property of County. Contractor shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to 6 the same as County shall from time to time request. For purposes of this paragraph, the term "documents" shall mean and include all reports,plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Contractor(including any employee or subcontractor in connection with the performance of the Services and additional services under this Agreement). Notwithstanding the foregoing, sources and contact lists maintained by Contractor exclusive of performance of the Services under this Agreement shall remain the Contractor's property. Contractor may retain copies of all documents pertaining to the Services, but may not use promotional materials for anyone other than the County without County's prior written consent. 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, or(v) when transmitted via e-mail with confirmation of receipt. 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: Rachel Oys, Assistant County Manager 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8858 Facsimile: 970-328-8899 E-Mail: Rachel.Oys(Z),eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty @eaglecounty.us 7 CONTRACTOR: Eagle Valley Events, Inc. Laurie Asmussen P.O. Box 115 Eagle, CO 81631 Telephone: 970-376-3756 Email: laurie@vailartsfestival.com With a copy to: Ann Hutchison Hutchison Law Firm PO Box 394 Gypsum, CO 81637 Telephone: 970-431-7838 Facsimile: 970-431-7851 ann@,hutchisonlawfirm.com 11. Coordination. Contractor acknowledges that the development and processing of the Services for the Project may require close coordination between various contractors and consultants. Contractor shall coordinate the Services required hereunder with the other contractors and consultants that are identified by County to Contractor from time to time, and Contractor shall immediately notify such other contractors or consultants, in writing, of any changes or revisions to Contractor's work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Contractor shall not knowingly cause other contractors or consultants extra work without obtaining prior written approval from County. If such prior approval is not obtained, Contractor shall be subject to any offset for the costs of such extra work. 12. 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. Contractor may terminate this Agreement for any reason upon thirty(30) days written notice to County. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, and the County shall pay Contractor for Services satisfactorily performed to the date of termination according to the schedule set forth in Exhibit C. The parties hereto acknowledge that in the event this Agreement is terminated, the County may have contractual obligations with vendors or other parties which the Contractor has facilitated and the termination of this Agreement may not affect those contracts. 8 13. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall 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. 14. 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. 15. Other Contract Requirements. a. Contractor shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. 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 covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. 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. c. 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. 9 d. 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. e. 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. f. Contractor shall 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. g. 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. h. 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. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Contractor shall maintain for a minimum of three (3) years, adequate financial and other records relating to this Agreement for reporting to County. Contractor shall be subject to financial audit by federal, state or county auditors or their designees. Contractor authorizes such audits and inspections of records during normal business hours, upon five days' notice to Contractor. Contractor shall fully cooperate during such audit or inspections. k. 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. 1. 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. 10 m. Contractor shall comply at all times and in all respects with all applicable federal, state and local laws, resolutions, and codes. n. 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. 16. 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 on matters not relating to this Agreement while the public contract for services is being performed. 11 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 (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the illegal alien; except that Contractor shall 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. [REST OF PAGE INTENTIONALLY LEFT BLANK] 12 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO By and thr�ou:h its Board .fig ty Commissioners BY: /l, .,a.g/ i_.11----- / . Tian H. Ryan e ATTEST: l� , � CY'61.e° • '•"' l' � Clerk to the Board of C my Commission•c°t011��° Y2-1 1 aijur- CONTRACTOR: EAGLE COUNTY EVENTS, INC. By: % 15SY/4GLS5e— Print Name: Lx,uM L ) 144C5Se17 Title: Okirt- 13 EXHIBIT A SCOPE OF WORK The Contractor shall provide the following services, in accordance with the terms of this Agreement, under the direction of the Eagle County Facilities Management Department's designee, with the purpose of enhancing current activities at the 2014 Eagle County Fair and Rodeo, with the goal of increasing attendance, improving the quality of experience of the guest, and creating programming aimed at drawing a diverse demographic audience: A. Budget Management 1. Assist in tracking revenue projections 2. Provide support of receipt of revenues, collection of sponsorship revenues; vendor fees; and daily revenues from ticket sales, working with County staff to follow an established procedure of cash-handling to ensure proper accounting and deposit of funds received. 3. Report all potential budget expenditures in relation to event programming to the Facilities Management Department's designee for processing. Process according to County procedures and directives. 4. Work with Facilities Management Department's office to identify potential new sources of revenue and work to adjust budget accordingly. 5. Evaluate projected event expenses with Facilities Management and present recommendations for re-distribution of funds according to event programming, with approval by the Facilities Management Department's designee B. Targeted vendor recruitment according to established event goals and objectives identified by the County. Duties to include: 1. Collection of vendor applications and fees for food,beverage, arts & crafts, merchandise, exhibitors, children's activities and entertainment 2. All entertainment, vendors, exhibitors, concessionaires are subject to prior approval by the County. C. Coordinate Fair and Rodeo sponsorships, including evaluation of sponsor benefits in relation to the current budget in accordance with directives from the County. D. Assist in the establishment of duties and recruitment of County employees to include volunteer coordinator; gatekeepers and parking attendants. E. Attendance at all Fair Advisory Board meetings. Review role of Contractor in relation to Fair Advisory Board members and other volunteer groups associated with event. Provide assistance at meetings as directed by designated County staff member. F. Coordinate with Facilities Management Department's office to work with appropriate County staff on the creation of a Fair and Rodeo Marketing and Advertising Plan in order 14 to support the event goals and objectives. Work to ensure plan is in accordance with event budget. G. Coordinate specific operational duties for the event including: 1. Obtaining appropriate permits, including liquor permit for Fair and Rodeo 2. Inventory and recommendation to purchase or lease event signage, flagging, supplies, banners and staging, in accordance with event budget and programming. H. Creation of an event timeline for duties needed to accomplish prior to event time, including the coordination of County support (i.e. Facilities Management, etc.) I. Coordinate with designated County staff to prepare a plan to respond to inquiries in a timely and efficient manner including dissemination of event information to the general public,potential vendors and participants. J. Coordinate event production through the Facilities Management Department's office including user groups, County Extension Service, 4-H, Junior Livestock Sales Commission and other County groups. K. Coordinate through the Facilities Management Department's office the necessary lodging needed for event personnel for the event week, and identify such according to event budget. L. Coordinate all aspects of the Fair Royalty program including scheduling of royalty participants at area parades and events; budget management within the general Fair budget, scheduling of 2014 contest; securing judges and facilitating royalty program. The Scope of Work above contains the significant and substantive requirements of the Services, however, the Scope of Work is not intended to limit the full nature and requirements of the Services, i.e.,to provide complete planning,preparation,production and marketing of the Fair and Rodeo. 15 EXHIBIT B 2014 Eagle County Fair Timeline March • Review Fair and Rodeo detailed budget; make recommendations to County staff re: programming and reallocation of funds according to established event goals and objectives • Attend Fair Advisory Board meeting: meet with committees • Sell sponsorships, work with committee on contacts and follow up • Vendor recruitment plan including mailing of vendor applications and advertising in various publications; mailings to database: Coordinate with County Staff • Final edit on commercial and food vendor applications—Recruit food vendors in Coordination with County Staff • Establish promotional program for 75th anniversary • Identify Daily Event entertainment goals and submit proposals to Advisory Board and County Staff • Coordinate ticket sales plan with Advisory Board and County Staff • Schedule meetings with past event sponsors—present proposal for current event • Review event attendance pricing and make recommendations according to budget • Mail sponsorship agreements to national rodeo sponsors. Continue with detail planning for Fair including ticket pricing and rodeo contract personnel recruitment • Assist with Online Ticket Sales Program and provide information to begin sales • Review advertising plan and make recommendations regarding newspaper pull-out section, TV and radio • Secure lodging proposals for review by County Staff and Advisory Board; obtain room rates and negotiate sponsor agreements • Discuss and determine daily event themes/Draft event schedule • Ongoing sponsor recruitment • Meet with local papers/radio re: advertising plan • Ongoing vendor recruitment • Ad campaign—Vail Daily Fair Program insert and publication; contestant handbook; Eagle County content; radio and TV interview schedules/schedule meetings with media representatives • Work with County Staff on Inventory of supplies and ordering including credentials, wristbands, etc. • Meet with suppliers including beer, ice, soft drinks, etc. • Recruit entertainment and exhibits • Negotiate vendor contracts in consultation with County • Confirm dates/times of royalty contest and review contest schedule of events • Coordinate contractor needs in reference to programming (i.e. entertainment, sound, lighting, radio rentals, etc.) • Coordinate all contracts in reference to rodeo personnel including contractor, specialty acts, rodeo personnel, etc.) 16 April • Monthly budget review • Attend Fair Advisory Board meeting: attend committee meetings • Ongoing vendor recruitment • Ongoing sponsor recruitment • Coordinate meetings with various entities regarding event including Emergency Services, Facilities Management, etc. • Order sponsor merchandise • Coordinate and approve Fair/Rodeo volunteer shirts and place order • Coordinate ticket sales inventory plan for Fair/Rodeo • Review sponsorship/media Fair& Rodeo event • Coordinate tent/fencing needs • Recruit volunteers/gatekeepers • Set deadline for sponsorship agreements May • Monthly budget review • Work with County staff to submit liquor license for event and serve as representative at hearing • Attend Fair Advisory Board meeting: attend committee meetings • Review plans/layout/vendors to date/sponsorship agreements • Finalize all advertising buys/PR schedule • Finalize all sponsor ads—deliver to Vail Daily for printing • Finalize all theme nights and associated activities-include in advertising plan • Coordinate Rodeo grand entries • Secure National Anthem performers • Work with PRCA regarding contestants • Deadline for ordering all supplies: office, Rodeo, contests, t-shirts, etc. • Ongoing vendor recruitment • Order Mutton Busting shirts/trophies • Review food and beverage needs–place order • Vendor layout • Order portable restrooms/recycling/trash containers • Order hay and grain • Arrange security with EC Sheriff • Coordinate equipment rental • Coordinate Grand Entry for Rodeo/contractors/special guests • Secure Emergency Services • Supply anticipated vendor list to Env. Health Dept. • Arrange passes/County officials/invited guests 17 June/July • Monthly budget review • Attend Fair Advisory Board meetings: attend committee meetings • Coordinate Fair Advisory Board and committee site walk-throughs • Place order for beer/soft drinks/ice—arrange delivery dates • Finalize all invitations to County officials/invited guests • Schedule Fair sponsor media event • Confirm Junior Livestock Sale and dinner details with Livestock Commission • Fair Royalty Contest • Schedule Fair/4H Work night • Coordinate final details of in-house ticket sales, cash management plan,revenue tracking with Fair Manager/Bank President • Coordinate final lodging assignments • Sponsorship correspondence regarding banners, tickets,passes, etc. • Final checklists for all events within Fair/Rodeo: signage, supplies, ribbons, awards, checks for sub-contractors, deliveries, decor and flagging, risk management plan/severe weather plan, liability waivers, volunteer shirts, rodeo staff shirts, mutton busting shirts, gate supplies, staff uniforms • Final details on all events August • Event wrap-up • Budget review: Reports on ticket sales, alcohol sales • Inventory of signs and banners • Schedule wrap-up meetings with County officials: How can we improve next year? • Review expenses • Schedule Fair Advisory Board wrap-up meeting • Clean and return sponsor banners • Sponsor thank you letters out to all sponsors • Prepare evaluation report to review with Fair Manager • Fairgrounds clean-up/Fair office clean-up September • Budget preparation duties as directed by County staff • Attendance at event conferences-new programming • Attend Fair Board meeting October/November • Discuss contract renewal • Determine end-of-the-year duties in relation to Fair and Rodeo 18 EXHIBIT C Payment Schedule The County will pay to Contractor an amount not to exceed$40,000.00 for the satisfactory completion of the Services, in accordance with paragraph 5 hereof and the following schedule: March 31, 2014 ..$6,400.00 April 15, 2014 $6,400.00 May 15, 2014 ...$6,400.00 June 15, 2014 ..$6,400.00 July 15, 2014 .$6,400.00 August 15, 2014 $2,000.00 September 15, 2014 .$2,000.00 October 15, 2014 $2,000.00 November 15, 2014 $2,000.00 Total Fee: $ 40,000.00 The hourly rate for additional services will be billed at $45.00 per hour. In order to bring in additional personnel to assist with event production, the Contractor must obtain prior written approval from the County in accordance with paragraph 4 hereof and provide an estimated budget for the additional services. An outline of duties and expectations will be reviewed with County staff with an estimate of time needed to perform the additional services prior to beginning such additional services. 19 EXHIBIT D Insurance Certificates 20 A Dr " CERTIFICATE OF LIABILITY INSURANCE DATE U°D"Y'"1 03/12!2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT Kyie Shimkus NAME: Kyle Shimkus(0707522) PHONE o. A ; 970-328-0714 pi,„ 9703150147 241 Broadway St Ste 101 ADDRESS: kshimkusafammersagenLcam imams)AFFORDING COVERAGE NAIL C Eagle CO 81631-4327 wsuRBI A: Truck Insurance Exchange 21709 INSURED Dismot 8: Farmers Insurance Exchange 21652 Laurie Asmussen *sump c, Mid Century Insurance Company 21687 Eagle Valley Events INSURER D PO BOX 115 INSURER E: Eagle CO 81631 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICES 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 POUCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADM SUER POLICY EFF POUCY EXP LTR TYPE OF INSURANCE INSR WVD POUCY RUMNSR IMMIDDIYYYY),IMMIODIYYYY) LIMITS GENERAL UALVUTY EACH OCCURRENCE S COMMERCIAL GENERAL LIABILITY PREMISES(Ea ooamsnoe) $ _ CLAIMS-MADE I I OCCUR MED EXP(My one parson) $ _ PERSONAL&ADV INJURY $ — _ GENERAL AGGREGATE $ _ GEM AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY I I..11.L& 1 1 LOC — $ AUTOMOBILE LIABILITY (OMB COMBINED SINGLE LIMIT S X ANY AUTO BODILY INJURY(Per person) $ $250,000 B ALL OWNED SCHEDULED 189034049,193634302 12/15/2013 12/15/2014 BODILY INJURY(Pee sodden) S $500,000 AUTOS _ NON-OWNED PROPERTY DAMAGE $ $100,000 HIRED AUTOS AUTOS Per S X UMERELLALMS X OCCUR EACH OCCURRENCE $ $1,000,000 C X EXCESSLIAB CLAIMS-MADE 605531982 03/11/2014 03/11/2015 AGGREGATE $ $1,000,000 _QED I I RETENTIONS S WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E EACH ACCIDENT S OFFICERAIEMBER EXCLUDED? U .L.N!A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,dssabe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD lei,AM/demi Remarks Schedule.If more epees is required) AU autos have the same limits of liability as shown above.They are covered with an additional$1,000,000 of liability through the umbrella as well. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE Eagle County ISAOA THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN PO Box 850 ACCORDANCE WITH THE POUCY PROVISIONS. Eagle Broadway Eagle Colorado CO 81631 AUTHORIZED!WE'RE a8 Kyle Shimkus ` 1 ACORD 25(2010/05) -01•:-. ,10 ACORD CORPO-/ TION. All rights reserved. The ACORD name and logo are registered marks of ACORD EAGLE-3 OP ID:AP • ACORO" DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 06/18/1920 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME:ACT Anna Perko The Wright Group,Inc.(PC) PHONE FAX Property&Casualty Division (A/C,No,Ext):303-228-2156 (A/C,No);303-861-7502 1873 S.Bellaire St.,Ste.600 E-MAIL Denver,CO 80222 ADDRESS:aperko @twgservices.com Randy Goodwin INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Nautilus Insurance Company INSURED Eagle Valley Events,Inc. INSURER B: Donovan Pavillions Management, Inc INSURER C: Donovan Pavillions Management INSURER D: PO Box 115 Eagle,CO 81631 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT 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.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INTR POLICY EFF POLICY EXP TYPE OF INSURANCE N W SR VD POLICY NUMBER L LIMITS (MM/DD/YYYY) (MM/DD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X NN326665 06/11/2013 06/11/2014 DAMAGE TO RENTED 100,000 PREMISES(Ea occurrence) $ CLAIMS-MADE X OCCUR MED EXP(Anyone person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ Included POLICY PRO- JECT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS APER ACCIDENT) UMBRELLA LIAB OCCUR EACH OCCURRENCE _ $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION EAGLECI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle County ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 850 Eagle,CO 81631 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD