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HomeMy WebLinkAboutC15-251 A Great Northern A'FairAGREEMENT FOR SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
A GREAT NORTHERN A'FAIR
'sueTHIS AGREEMENT ( "Agreement ") is effective as of the day of e_ , 2015 by and between A
Great Northern A'Fair, an Arizona corporation (hereinafter "Contractor ") and tagle County, Colorado, a body
corporate and politic (hereinafter "County").
RECITALS
WHEREAS, County desires to have Contractor provide a variety of adult and children's rides, games, food and
confection concessions (the "Project ") at the Eagle County Fairgrounds located at 0794 Fairgrounds Road, Eagle,
Colorado (the "Facility" ), 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
0/il
provisions and conditions of this Agreement. County shall provide Contractor with a suitable location and \' n
exhibition site for its rides, with reasonable access to water at the Facility. 41 �b
a. Contractor agrees to furnish the Services during the Eagle County Fair and Rodeo from July 20,
2015 through July 25, 2015 and 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 Fair and Rodeo 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 11 hereof, shall continue in full force and effect through the 25th day of July, 2015.
CIS -ZO
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 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 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 portion of its sales as
follows:
a. Ride tickets are $1.00 for one ticket, $25.00 for thirty tickets, $50.00 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 $30.00 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 twelve and half percent (12.5 %) of all onsite ride gross ticket sales and thirty /
(30 %) of all presale ride tickets. Contractor may retain the proceeds not due to County under this Agreement.
All tickets sales, include both presale and onsite ticket sales must be reconciled by and payment of all sum
due to County shall be made by Contractor to County no later July 26, 2015.
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.
2
Eagle County General Services Final 5/14
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ii. Auto coverage with limits of liability not less than $4;96 ,; each accident combined
bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned
vehicles.
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iii. Commercial General Liability coverage to include premises and operations, U
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. This policy shall be endorsed to include
coverage for physical /sexual abuse and molestation.
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.
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Eagle County General Services Final 5/14
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: Tanya Dahlseid
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970 - 328 -8892
Facsimile: 970-328-8899
E- Mail: tanya.dahlseid @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
CONTRACTOR:
Tim and Dana Mattfeldt
A Great Northern A'Fair
6207 West Paradise Lane
Glendale, Arizona 85306
Telephone: (623) 203 -5565
Facsimile: (602)863 -2823
Email:mrian463@aol.com
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. County shall pay Contractor for Services satisfactorily performed to the date of termination.
12. 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.
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Eagle County General Services Final 5/14
13. Execution by Counterparts: Electronic Sip-natures. 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.
5
Eagle County General Services Final 5/14
j. 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.
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.
As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries
not legally within the United States as set forth in C.R.S. 8 -17.5 -101, et. seq. if Contractor has any employees or
subcontractors, Contractor shall comply with C.R.S. 8 -17.5 -101, et. seq., and this Agreement. By execution of this
Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual
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:
Knowingly employ or contract with an undocumented individual 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 undocumented individual 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
6
Eagle County General Services Final 5/14
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 undocumented individual, 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 undocumented individual; 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 undocumented individual; 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 undocumented individual.
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]
7
Eagle County General Services Final 5/14
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 Through Its COUNTY MANAGER
By:
e ys,4re44County Manager
P"-f- m6
CONTRACTOR:
A GREAT
1 Title: --
8
Eagle County General Services Final 5/14
EXHIBIT A
SERVICES
During the 2015 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
S. Bee Ride
9. Kid Tower
10. Car Rude
11. Fun House
12. Top Balloon Swing
ACORDTM CERTIFICATE OF LIABILITY INSURANCE
DATDYYVY)
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/15/
6/15/15
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
EACH OCCURRENCE �$ �,000,000
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
P.O. Box 16901
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
West Haven, CT 06516
MED EXP (Any one person) $ 5,000
- -- - - -- - — -- --
PERSONAL & ADV INJURY $ 1,000,000
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GENERAL AGGREGATE $ 3,000,000
INSURERS AFFORDING COVERAGE
NAIC #
INSURED A GREAT NORTHERN A'FAIR, LLC
INSURERA: UNITED STATES FIRE INSURANCE COMPANY
-- — - -- -- - - - - --
21113
- - - - - --
6201 WEST PARADISE LANE
INSURER -B_ ----------- - - - - -- --- - - - - --
- - - - --
GLENDALE, AZ 85306
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INSURER C:
- -- - - - - -- - -- ----- - - - - —,
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INSURER D:
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INSURER E
COMBINED SINGLE LIMIT
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.
LTR -- - -- - -- - --
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A X GENERAL LIABILITY USP166068 10/27/14 1/27/15
EACH OCCURRENCE �$ �,000,000
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PERSONAL & ADV INJURY $ 1,000,000
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F GEN L AGGREGATE LIMIT APPLIES PER:
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DESCRIPTION OF OPERATIONS! LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
Eagle County, CO is added as an additional insured but only with respect to
liability arising out of
operations of the named insured during the policy period.
Event Date: July 18 -29, 2015
Eagle County, CO
426 Fairground Road
PO Box 850
Eagle, CO 81631
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES, THOMAS A. PLOUFFE
AUTHORIZED REPRESENTATIVE
AL;UKU -L5 (-LUU1 /UtS) © ACORD CORPORATION 1988
Ae oR& CERTIFICATE OF LIABILITY INSURANCE
DATE
06/0812016YY,
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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 INSURERS), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION 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 STEPAN AGENCY, INC.
407 VERMILLION STREET
HASTINGS MN 66033
SCOTT STEPAN
PHONE 651.480 -1000 Nel, 661.480 -0087
- tapanagenc mall.com
INSURERIS) AFFORDING COVERAGE
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6201 WEST PARADISE LANE
GLENDALE AZ 86306
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INSURER C:
INSURER 0:
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.
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DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORO 101, Additional Rerterks Schedule, may be attached N rters spa= is mqulnd) —
EAGLE COUNTY ITS ASSOCIATED OR AFFILIATED ENTITIES ITS SUCCESSORS AND ASSIGNS ELECTED OFFICIALS EMPLOYEES
AGENTS AND VOLENTEERS ARE LISTED AS ADDITINAL INSUREDS
2016 DATES JULY 18- JULY28
CERTIFICATE HOLDER CANCELLATION
EAGLE COUNTY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
CIO TANYA DAHLSEID THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
0426 FAIRGROUNDS RD ACCORDANCE WITH THE POLICY PROVISIONS.
EAGLE, COLORADO 81631 AUTHOR2131)REVRESF.NTA
TANYA.DAHSEID@EAGLE000NTY.US SCOTT STEPAN
0 1888 -2014 ACOFkD CORPORATION. All rights reserved.
ACORD 26 (2014101) The ACORD name and logo are registered marks of ACORD
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