HomeMy WebLinkAboutC15-297 Sean HalversonAGREEMENT FOR SERVICES
BETWEEN EAGLE; COUNTY, COLORADO
AND
SEAN HALVERSON
THIS AGREEMENT ( "Agreement ") is effective as of the day of � 2015 by and between
Sean Halverson, a sole proprietorship (hereinafter "Contractor" or "Photographer ") an Eagle County, Colorado, a
body corporate and politic (hereinafter "County"),
RECITALS
WHEREAS, the County desires to hire Contractor to provide photography services for the 2015 Eagle County Fair
and Rodeo (the "Project ") at the Eagle County Fairgrounds, located at 426 Fairgrounds Road, Eagle, Colorado
81631 (the "Fair-rounds")- 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: y
1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials
necessary to photograph the 2015 Eagle County Fair and Rodeo. Contractor shall be responsible for photographing
the contestants, entertainment and animals during the four -day Fair and Rodeo on July 22, 23, 24 and 25, 2015.
Photographer shall deliver to the County in DVD format, all images taken at the 2015 Fair and Rodeo no later than
August 31, 2015.
Contractor agrees to furnish the Services no later than July 22, July23, July 24 and July 25, 2015
during the 2015 Eagle County Fair and Rodeo with a DVD of the photographic images delivered
to County by August 31, 2015. Contractor agrees to furnish the Services in a timely and
expeditious manner consistent with the applicable standard of care. By sioning below Contractor
represents that it has the expertise and personnel necessary to properly and timely perform the
Services.
Nothing in this Agreement shall preclude County from entering into agreements for similar
services with other photographers for the same events during the term hereof.
The parties agree that rodeo contestants sign their image rights over to Photographer and PRCA
when entering the rodeo and obtaining their PRCA card. For all images taken of non -rodeo
contestants, Photographer shall be solely responsible for obtaining and maintaining signed
releases fi-om individuals being photographed so that Photographer and County may use any of
the images as set forth in this Agreement. By delivering the images to County, Photographer
represents and warrants to County that it holds all rights to and has obtained the necessary
releases for each image.
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 1 1 hereof, shall continue in full force and effect until the Services are satisfactorily
completed in accordance with the terms of this Agreement,
'I. 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 A-reernent, 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. The performance of the Services under this Agreement shall not exceed $1,000.
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 satisfactorily performed within thirty (30) days of receipt of a
proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks
performed, who performed each task and such other detail as County may request.
b. If, at any time during the term or after termination or expiration of this Agreement, County
reasonably determines that any payment made by County to Contractor was improper because the Services for
which payment was made were not performed as set forth in this Agreement, then upon written notice of such
determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to
County. Upon termination or expiration of this Agreement, unexpended funds advanced by County.. if any, shall
forthwith be returned to County.
C. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor
agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made
pursuant to the terms of this Agreement.
d. Notwithstanding anything to the contrary contained in this Agreement. County shall have no
obliaations 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).
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Faule County General Services Final 5114
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.
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 51,000,000 aggregate limits.
b. Other Requirements.
Intentionally Omitted.
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.
Faule County General Services Final 5114
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. 'Phis paragraph shall survive expiration or termination
hereof.
9. Ownership and Use-of Images.
Photographer shall retain all title, copyright or intellectual property rights in the images and has the
right to sell any and all photos without obtaining a release from County. Upon delivery of the images
to County. Photographer hereby grants to County an irrevocable perpetual license for County to use the
images from the 2015 Eagle County Fair and Rodeo.
b. Use of unages by County is subject to the following:
County shall give credit to "Sean llalvc►-son" when the images are used by County.
County may use or reproduce the images for any purposes, including, but not limited to,
placement on the County website and in County brochures or other marketing or advertising
materials.
iii. County may alter, crop, manipulate and create derivative works from the images without the
prior approval of Photographer.
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:
1Jagle County, Colorado
Attention: Tanya Datilseid
500 Broadway
Post Office Box 850
CO 8 163 1
Telephone: 970 -328 -8892
Facsimile: 970 -328 -8899
E -Mail: tanya.dahlseid c(�r,,eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
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f:aele County General Services Final 5 /14
I- -]a1lc, Co 81631
"Telephone: 970 - 328 -8685
Facsimile: 970 -328 -8699
E -Mail: atty @eaglecounty.us
CONTRACTOR:
Scan Halverson
PO Box 1041
Westcliffe. CO 81252
Telephone: 719- 371 -5256
E -Mail :sean(a)halverson.com
if. Termination. County may tenninate 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
photographic images in DVD format. County shall pay Contractor for Services satisfactorily performed to the date
of termination.
12. Ventre. 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.
13. Execution by Counterparts, Irlectronic_Sivgnatures, "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 'Fran sact ions Act, C.R.S. 24- 71.3 -101 to 121.
14. Other Contract Requirements and_Contractor Representations.
C . 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
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Eagle County General Services Final 5/14
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.
Contractor represents and warrants that at all times in the performance of the Services. Contractor
shall comply with any and all applicable laws, codes, rules and regulations.
i. This Agreement contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes all other agreements or understanding between the parties with respect thereto.
J. Contractor 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 pennitted 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.
ill. 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 Agrcement. 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.
0. 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. 34- 76.5 -103 prior to the effective date of this
Agreement.
15. Prohibitions on Government Contracts.
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Fa�de County Genera! Services Final 5114
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 ofthis
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 ( "Depart ment Program ") in order to confirm the eligibility of all
employees who are newly hired for employment to perform Services under this Agreement.
a. Contractor shal I 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:
C. Contractor shall not use either the F- 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.
C. 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 A�(Treement 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.
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Eagle County General Services Final 5114
FN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
COUNTY OF EAGLE, STATE OF
COLORADO. by County Manager
By:
Brent M Fall
SEAN HA.II�ERSON
BY:
Print Name: -
Title:
8
Eadc County General Sery iccs Final 5/14
ACGIsR"®
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CERTIFICATE OF LIABILITY INSURANCE
DATE(MM /DD/YYYY)
06/22/2015
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
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
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Lockton Affinity, LLC.
P.O. Box 410679
NAME:
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Kansas City, MO 64141 -0679
INSURER(S) AFFORDING COVERAGE
NAIC
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NSURER -A: Certain Underwriters at Lloyds, London
AA1128987
INSURED
NSURER -B:
Sean Halverson
NSURER -C:
PO Box 1041,
NSURER -D:
PP4006595
West Cliffe, CO 81252
NSURER -E:
INSURER-F:
A
GENERAL LIABILITY
CUVI_KAGES CERTIFICATE NUMBER: REVISION NUMRER-
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.
IN
ACCORDANCE WITH THE POLICY PROVISIONS
ADDL
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AUTHORIZED REPRESENTATIVE
OLICY EFF
POLICY EXP
S
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INSR
MMIDD /YYYY)
MM /DD /YYYY)
LT
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TYPE OF INSURANCE
POLICY NUMBER
LIMITS
PP4006595
06/23/2015
06/23/2016
A
GENERAL LIABILITY
EACH OCCURRENCE
1,000,000
DAMAGE TO RENTED
PREMISES Ea occurrence
100 000
MERCIAL GENERAL LIABILITY
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5,000
PERSONAL & ADV INJURY
1,000,000
GENERAL AGGREGATE
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EN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS— COMP /OP AGG
2,000,000
PRO -
X OLICY JECT LOC
$
COMBINED SINGLE LIMIT
AUTOMOBILE LIABILITY
Ea accident
$
ANY AUTO
ALL OWNED SCHEDULED
BODILY INJURY Per Person
$
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AUTOS
HIRED NON -OWNED
BODILY INJURY Per accident
$
PROPERTY DAMAGE
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Per accident
$
UMBRELLA LIAB
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OCCUR
CLAIMS MADE
EACH OCCURRENCE
$
AGGREGATE
$
ED I I RETENTION $
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E.L. DISEASE — EA EMPLOYEE
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E.L. DISEASE — POLICY LIMIT
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The NAIC number shown above is the Alien Insurer Identification Number AIIN assigned by the National Association of Insurance Commissioners (NAIC).
144 a7112Lyi 11 l a: Lei 4IIla: N\.[N=1 III IAIIII0rAJ
PROOF OF COVERAGE
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS
AUTHORIZED REPRESENTATIVE
.9
ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD
