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HomeMy WebLinkAboutC17-157 Double Rafter D EnterprisesAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND DOUBLE RAFTER D ENTERPRISES, INC. THIS AGREEMENT ("Agreement") is effective as of 05/16/2017 by and between Double Rafter D Enterprises, Inc. an Oklahoma corporation (hereinafter "Contractor" or "Consultant") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, the County desires to engage Contractor to provide video recordation and production services as well as use and operation of a video scoreboard at the 2017 Eagle County Fair and Rodeo (the "Project"); and WHEREAS, Contractor has the time, skill, expertise, and experience necessary to provide the equipment and 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. a. Contractor agrees to diligently provide all services, labor, personnel, equipment and materials necessary to perform video recordation and production services for four (4) rodeos scheduled to take place on July 19, 20, 21 and 22, 2017, at the 2017 Eagle County Fair and Rodeo (the "Services"). The Services shall include: i. Live video feed as well as replays of each of the rodeos. The exact time of rodeos will be determined by the County; and ii. Contractor will be responsible for providing a video scoreboard, timing equipment and all personnel necessary for operation of the scoreboard and timing devices during the four (4) rodeos. The scoreboard shall be installed and operational no later than two (2) hours prior to the evening rodeo scheduled for July 19, 2017, and shall stay in place through the conclusion of the rodeo scheduled for July 22, 2017; and iii. Contractor shall provide as part of the Services three (3) cameramen and three (3) cameras for the recordation and production of the video; and iv. The Services shall be performed in accordance with the provisions and conditions of this Agreement. Contractor understands and agrees that during the time that the scoreboard is C17-157 on Eagle County Fairgrounds property, the County is not responsible for any damage or loss to the scoreboard, including but not limited to, damage or loss caused by vandalism, theft, acts of third parties or acts of god. Contractor is responsible for maintaining adequate insurance to cover Contractor's equipment and personal property. b. 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 agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. County's Responsibilities. a. The County will supply an adequate support structure for mounting of the scoreboard, and will additionally provide an adequate means of lifting the scoreboard and assistance with securing the scoreboard to the structure. The lifting equipment will be approved by Contractor. b. The County will provide a dedicated electrical circuit for the scoreboard of at least 220 V150 amp and will additionally provide at least two electric receptacles in the rodeo announcer's stand/booth. C. The County agrees to coordinate sponsorship information and logos with Contractor as early as possible prior to the 2017 Eagle County Fair and Rodeo. d. The County will assist in the removal of the scoreboard from the support structure following completion of the Services. County's Representative. The Facilities Management Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 4. Term of the Aga ggment. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 13 hereof, shall continue in full force and effect until the Services are completed to the satisfaction of the County. 5. 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 2 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. b. Compensation. County shall compensate Contractor for the performance of the Services in the fixed amount of $8,500.00. 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 one (1) hotel room of County's choice for use by Contractor from 7/19/17 through 7/22/17. All Check-in/check-out times and use of the rooms will be subject to the hotel's policies and procedures. The County will additionally provide Contractor with the use of one (1) RV hook-up on the Eagle County Fairgrounds property at a location of County's choice. 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. Any out-of-pocket expenses to be incurred by Contractor and reimbursed by County shall be identified in this Agreement. 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 in this Agreement unless specifically approved in writing by County. C. 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. 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). 7. 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 sub -contractor agreements for the performance of any of the Services or additional services without M 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 sub -contractor, as approved by County and to the extent of the Services to be performed by the sub -contractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub -contractor 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 sub -contractors or sub -consultants. 8. 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. The Services do not require the operation of a motor vehicle. Notwithstanding the foregoing, should Contractor or any of its employees drive their personal vehicles in connection with the performance of the Services under this Agreement, such individual shall maintain auto insurance as required by law and shall be solely responsible for any injury or damage arising out of use and operation of such personal vehicle. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, productslcompleted operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. b. Other Requirements. i. The 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 sub -contractors as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each sub -contractor. All coverage(s) for sub -contractors shall be subject to the same minimum requirements identified above. Contractor and sub -contractors, if any, shall maintain the foregoing coverage in effect until the Services are completed. 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. 4 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 A. 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, without further notice or authorization by Contractor, to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, 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. 9. 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. 10. Intentionally omitted. 11. 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 @ea lg ecounty.us CONTRACTOR: Double Rafter D Enterprises, Inc. David and Dawn Petty 426554 E 260 Road Chelsea, Oklahoma 74601 918-798-3201 918-798-5005 11 12. Coordination. Contractor acknowledges that the development and processing of the Services 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. 13. 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. County shall pay Contractor for Services satisfactorily performed to the date of termination. 14. 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. 15. 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. lb. 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. 7 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. 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. L 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 years, adequate financial and other records 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 48 hours' 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. EI 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. 17. Prohibitions on Government Contracts. As used in this Section 17, 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 Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant 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. Consultant shall not: i. 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 Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Consultant 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- htlp://www.dhs.pv/xT)revpMt/progfams/ge-I 185 22167 $150. shim C. Consultant 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 Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Consultant shall be required to: i. Notify the subcontractor and County within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and �J 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 Consultant 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. Consultant 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 Consultant 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, Consultant shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] W] 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 M. Bryan R. Treu, Interim County Manager CONTRACTOR: DOVBLE R,AFiEua n F,—DUE�R,PRISES, INC. By: Print Name: David Petty Title: Owner 11 EXHIBIT A Insurance Certificate 12 f1FR AAA7 CERTIFICATE OF INSURANCE ISSUE DATE:0711512016 PRODUCER: THIS CERTIFICATE IS ISSUED AS A MATTER OF 01573 - Joe Hartin INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES 1410 W Main 5t NOT AMEND, EXTEND OR ALTER THE COVERAGE Tishomingo, OK 73460-4704 AFFORDED BY THE POLICIES BELOW. INSURED: David Petty COMPANY AFFORDING COVERAGE: 426514 E 260 Rd Chelsea, OK 74016-1677 AgSecurrfy Insurance Company NAIC # 21571 THIS IS 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 REQUEST 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 PC) ILICES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE POLICY NUMBER EFFECTIVE DATE EXPIRATION LIMITS GENERAL LIABILITY COL00086171-01 07/1212016 07/12/2017 GENERAL AGGREGATE $2,DDD,DDD PRODUCTS-COMP/OPS AGGREGATE Included PERSONAL & ADVERTISING INJURY $1,DDD,DDD COMMERICAL GENERAL LIABILITY EACH OCCURENCE $1,DDD,DDD CLAIMS MADE OCCUR. ® PREMISES RENTED TO YOU $1DD,DDD MEDICAL EXPENSE (Any one person) $5,DDD AUTOMOBILE LIABILITY POLICY NUMBER EFFECTIVE DATE EXPIRATION COMBINED SINGLE LIMIT ANY AUTO 71 ALL OWNED AUTOS 71 SCHEDULED AUTOS 71 HIRED AUTOS 71 NON -OWNED 71 GARAGE LIABILITY 71 EXCESS LIABILITY POLICY NUMBER EFFECTIVE DATE EXPIRATION EACH OCCURENCE AGGREGATE UMBRELLA FORM DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTION/SPECIAL ITEMS i. The commercial general liability coverage and such other coverage as indicated above 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. CERTIFICATE HOLDER CANCELLATION Eagle County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE PO Box 850 CANCELLED BEFORE THE EXPIRATION DATE THEREOF, Eagle Colorado 81631 g NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS A� f AUTHORIZED REPRESENTATIVE CGL - 0300 (1-2012) (0210512015)