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HomeMy WebLinkAboutC17-111 Ed Oyler dba Silverado RopingAGREEMENT FOR SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
ED [TYLER DBA SILVERADO ROPING CLUB
THIS AGREEMENT ("Agreement") is effective as of 04/06/2017
between ED OYLER, an individual d/b/a SILVERADO ROPWG CLUB (hereinafter
by and
"Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County").
RECITALS
WHEREAS, County desires to engage musical entertainment and rodeo entry entertainment for
the 2017 Eagle County Fair and Rodeo (the "Project") to be held at the Eagle County
Fairgrounds located at 426 Fairgrounds Road, Eagle, Colorado (the "Property"); 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 provide for the performance of two (2) preshow
concerts by Tyller Gummersall on Friday, July 21 and Saturday, July 22, 2017, at the 2017 Eagle
County Fair and Rodeo, held at the Eagle County Fairgrounds, 426 Fairgrounds Road, Eagle,
Colorado. The concerts will be from 4:30 p.m. - 6:30 p.m. and Tyller Gummersall will perform
two (2) sets, one on Friday and one on Saturday. Contractor agrees to provide for the
performance of one (1) show concert by Matt Mason on Saturday, July 22, 2017, at the 2017
Eagle County Fair and Rodeo, held at the Eagle County Fairgrounds, 426 Fairgrounds Road,
Eagle, Colorado. The concert will be from 9:30 p.m. - 11:30 p.m. Contractor additionally agrees
to provide a wagon team for rodeo entry entertainment each day, from Wednesday, July 19
through Saturday July 22, 2017, during the rodeo performances. Contractor shall diligently
provide all services, labor, personnel and materials necessary to perform and complete the
services described in this paragraph 1 (the "Services"). The Services shall be performed in
accordance with the provisions and conditions of this Agreement.
a. Contractor agrees to furnish the Services in accordance with this Agreement. If
no completion date is specified, then Contractor agrees to furnish the Services in a timely and
expeditious manner consistent with the applicable standard of care. By signing below Contractor
C17-111
represents that it has the expertise and personnel necessary to properly and timely perform the
Services.
b. The County agrees to provide staging for the concerts, such staging to consist of:
a covered stage, sound and lighting, in -ear monitor capabilities, four (4) monitor wedges, and the
services of a monitor sound technician. Contractor will be able to perform a sound check prior to
the performance of the concert. The County will additionally provide parking for three (3)
vehicles immediately adjacent to the stage entrance. The County will additionally provide
Contractor with the use of one (1) 10' x 10' merchandise area equipped with two folding tables
and a light source.
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 11 hereof, shall continue in full force and effect
until the Services are satisfactorily performed in accordance with the terms of this Agreement.
4. Modification. Any amendments or modifications to this Agreement 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 compensate Contractor for the concert performances
described in paragraph 1 hereof in an amount not to exceed $3,600.00. County shall compensate
Contractor for the use of the wagon team described in paragraph 1 hereof in an amount not to
exceed $500.00 per day, or a total amount not to exceed of $2,000.00. Total compensation under
this Agreement shall not exceed $5,600.00. 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. County will additionally provide Contractor with two (2) hotel
rooms of County's choice for use by Contractor for one night's stay, for 7/22/17. Check-
in/check-out times and use of the rooms will be subject to the hotel's policies and procedures.
Prior to or following completion of the Services, Contractor and its crew members will be
provided with beverages and a catered meal in the "Cowboy Lounge" located in the County's
Exhibition Hall.
2
a. Payment will be made via check at the conclusion of the Services for Services
satisfactorily performed, and upon receipt of an invoice from Contractor. All invoices shall
include detail regarding the tasks performed 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 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 34 of the Colorado Revised Statutes, the Local Government
Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution,
Article X, Sec. 20).
6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in
reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter
into any subcontractor agreements for the performance of any of the Services or additional
services without County's prior written consent, which may be withheld in County's sole
discretion. County shall have the right in its reasonable discretion to approve all personnel
assigned to perform Services during the term of this Agreement and no personnel to whom
County has an objection, in its reasonable discretion, shall be assigned. 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 $1,000,000 aggregate
limits.
b. Other Requirements.
i. The automobile and commercial general liability coverage shall be
endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns,
elected officials, employees, agents and volunteers as additional insureds. A certificate of
insurance consistent with the foregoing requirements is attached hereto as Exhibit A.
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.
4
9. Ownership of Documents. Intentionally Omitted.
14. 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.
141818j" Wim
Eagle County, Colorado
Attention: Tanya Dahlseid
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8786
Facsimile: 970-328-8899
Email: Tanya. DahlseidL ea leg county.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: attyL ea leg county.us
CONTRACTOR:
ED OYLER DBA SILVERADO ROPING CLUB
Attention: Ed Oyler
Post Office Box 1898
Eagle, CO 81631
Telephone: 974-328-1611
Email: westworld L centurytel.net
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. If applicable, 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
4
Agreement shall be construed and interpreted under and shall be governed by the laws of the
State of Colorado.
13. Execution by Counterparts; Electronic SiMatures. tures. 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. To the extent applicable, 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 discovered in this Agreement.
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.
11
g. This Agreement constitutes an agreement for performance of the Services by
Contractor as an independent contractor and not as an employee of County. Nothing contained
in this Agreement shall be deemed to create a relationship of employer-employee, master -
servant, partnership, joint venture or any other relationship between County and Contractor
except that of independent contractor. Contractor shall have no authority to bind County.
h. Contractor represents and warrants that at all times in the performance of the
Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations.
i. This Agreement contains the entire agreement between the parties with respect to
the subject matter hereof and supersedes all other agreements or understanding between the
parties with respect thereto.
j. Contractor 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.
in. 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. 5-17.5-101, 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
7
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/proglams/gc 1185221678150.shtm
C. Contractor shall not use either the E -verify program or other Department Program
procedures to undertake pre-employment screening of job applicants while the public contract
for services is being performed.
d. If Contractor obtains actual knowledge that a subcontractor performing work
under the public contract for services knowingly employs or contracts with an 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).
E.1
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 BLAND]
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
Un
D4 J
Bryan R. Treu, Interim County Manager
CONTRACTOR:
ED OYLER, individually, and doing business as,
SILVERADO ROPING CLUB
Ed Oyler
Print Name: � 3e a, ....... .o...,3s�»
&-G �yl�
Signature:
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❑ESCRIPT11)N OF 0PFRATIaNS I LOCATIONS I VEHICLES (AC 0RD 109, Additional Remarks Schedule, may be attached if more space iS requirad)
Certificate holder is included as Additional Insured with regard to General
Liability (U156) and ongoing operatio ns of the insured. Fax #970-326-8899.
CERTIFICATE HOLDER CANCELLATION
EAGLECO
SHOULD ANY of THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Eagle County
THE EXPIRATION DATE THEPEOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS,
PO Box 0179
Eagle, CO 81631
A LrrHO RIZED RE P RE SENTATIVE
ACORD 25 (7014101)
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