HomeMy WebLinkAboutC17-252 Todd Brewer PhotographyAGREEMENT FOR SERVICES
BETWEEN EAGLE COUN'T'Y, COLORADO
AND
TODD BREWER PHOTOGRAPHY
THIS AGREEMENT ("Agreement") is effective as of 07/13/2017 ___ by and between Todd
Brewer Photography, a sole proprietorship (hereinafter "Contractor" or "Photographer") and Eagle County,
Colorado, a body corporate and politic (hereinafter "County").
RECITALS
WHEREAS, the County desires to hire Contractor to provide photography services for the 2017 Eagle County Fair
and Rodeo (the "Project") at the Eagle County Fairgrounds, located at 426 Fairgrounds Road, Eagle, Colorado
81631 (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 diligently provide all services, labor, personnel and materials
necessary to photograph the 2017 Eagle County Fair and Rodeo. Contractor shall be responsible for photographing
the contestants, entertainment and animals during the four-day Fair and Rodeo to be held on July 19, 20, 21 and 22,
2017. Photographer shall deliver to the County in DVD format, all images taken at the 2017 Fair and Rodeo no later
than August 31, 2017..
a. Contractor agrees to furnish the Services no later than July 19, July 20, July 21 and July 22, 2017
during the 2017 Eagle County Fair and Rodeo with a DVD of the photographic images delivered
to County by August 31, 2017. 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. 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.
C. 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 from individuals being photographed when appropriate and to the extent that it is
reasonably practicable, 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.
C17-252
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
completed in accordance with the terms of this Agreement.
4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any
obligations hereunder be waived, except by written agreement signed by both parties. No additional services or work
performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained
written authorization and acknowledgement by County for such additional services in accordance with County's
internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders,
express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly
enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of
any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by
County for such additional services is not timely executed and issued in strict accordance with this Agreement,
Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in
non-payment for such additional services or work performed.
5. Compensation. The performance of the Services under this Agreement shall not exceed $1,400.
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. County will additionally provide Contractor with one (1) hotel room of County's choice for use by
Contractor from July N, 2017 through July 22, 2017. Check-in/check-out times and use of the rooms will be subject
to the hotel's policies and procedures.
b. 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.
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.
C. 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).
2
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.
H. 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,
persona I/ad vert i s ing injury, prod uctslcompleted operations, broad form property damage with limits of liability not
less than $1,000,0{10 per occurrence and $1,000,000 aggregate limits.
b. Other Requirements.
Exhibit A.
A certificate of insurance consistent with the foregoing requirements is attached hereto as
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 and Use of Images.
a. 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 2017 Eagle County Fair and Rodeo.
b. Use of images by County is subject to the following:
i. County shall give credit to "Todd Brewer Photography" when the images are used by County.
ii. 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.
C fiftL40Ira
Eagle County, Colorado
Attention: Tanya Dahlseid
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8892
4
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:
Todd Brewer Photography
Attn: Todd Brewer
3726 FM 1287
Graham, TX 76450
Telephone: 940-232-1010
E-Mail:brewerbullphotos@gmail.com
t t. 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
photographic images in DVD format. 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.
13. 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. 24-71.3401 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.
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. 8-17.5-101, et. seq. If Contractor has any employees or
subcontractors, Contractor shall comply with C.RS. 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/�c 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.
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).
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)
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:
Bryan R. Treu, Interim County Manager
01 R) 0707:1.7: il 1.l: I;a9:0UICf n.L•►9:�•�
By: ------------
Print Name: Todd Brewer
Owner
Title:
EAGLE COUNTY COLORADO
500 BROADWAY
EAGLE CO 81631
11111laala;1111°Ioil '"II11131111111=��I�I�II��I�III[I[IllalIII'!
This is to certify that the policy (including endorsements) of insurance, as described below, has been issued
by the undersigned, to the Insured named below and is in force at this time. if cancelled at therequest of
either party, or changed in any manner for any reason during the period of coverage, as stated herein, so as
to affect this Certificate,l0 days prior written notice will be given by this Insurance company to the Certificate
Bolder named above.
The TEXAS FARM BUREAU CASUALTY INSURANCE COMPANY
of Waco, Texas hereby certifies that the following described policy has been issued and is in force and effect.
INSURED NAME AND MAILING ADDRESS DESCRIPTION OF RISK
TODD BREWER PHOTOGRAPHERS
3726 FM 1287 PRODUCTS AND/OR
GRAHAM TX 76450-6727 COMPLETED OPERATIONS
PUBLIC LIABILITY ........................... 130DILY INJURYIPROPERTY DAMAGE
(X) Commercial General Liability $ 1,00D,0130 EACH OCCURRENCE
M Premises and Operations $ 2;,000,000 AGGREGATE
(j Contractors Protective
( ) Products - Completed Operations
(} Contractual - Designated Contracts Only
(X] Excludes Explosion, Collapse and Underground Property Damage Hazard
AUTOMOBILE LIABILITY ......................
{ } Fleet
(} Specific Automobiles Only
(} Non -Ownership and Hired Automobiles
FARM LIABILITY .................................... $ EACH OCCURRENCE
$ AGGREGATE
PERSONAL LIABILITY
( } Homeowners .................................. $ EACH OCCURRENCE
{ j Farm and Ranch Owners ......................... $ EACH OCCURRENCE
UMBRELLA LIABILITY ................................ $ EACH OCCURRENCE
$ AGGREGATE
This Certificate of Insurance neither affirmatively nor negatively amends, extends, or alters the coverage or any provision afFCrded by
the policy. This Certificate is executed and issued in duplicate by the aforesaid Company.
COI-Lgcy 226-33517 CCI -01 lE C MDP
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Bate: 05-10-2017
7420 FISH PONT} RID * WACO TX 76710.1010 0 (Z54) 772-3030 * MAILING ADDRESS: IPO 13OX 2589 * WACO TX 76702-2689
CERTIFICATE OF INSURANCE
FOR INFORMATION PURPOSES ONLY
CERTIFICATE HOLDER NAME AND MAILING ADDRESS POLICY PER10D FROM 07-16-2017
TO 07-24-2017
EAGLE COUNTY COLORADO
500 BROADWAY
EAGLE CO 81631
11111laala;1111°Ioil '"II11131111111=��I�I�II��I�III[I[IllalIII'!
This is to certify that the policy (including endorsements) of insurance, as described below, has been issued
by the undersigned, to the Insured named below and is in force at this time. if cancelled at therequest of
either party, or changed in any manner for any reason during the period of coverage, as stated herein, so as
to affect this Certificate,l0 days prior written notice will be given by this Insurance company to the Certificate
Bolder named above.
The TEXAS FARM BUREAU CASUALTY INSURANCE COMPANY
of Waco, Texas hereby certifies that the following described policy has been issued and is in force and effect.
INSURED NAME AND MAILING ADDRESS DESCRIPTION OF RISK
TODD BREWER PHOTOGRAPHERS
3726 FM 1287 PRODUCTS AND/OR
GRAHAM TX 76450-6727 COMPLETED OPERATIONS
PUBLIC LIABILITY ........................... 130DILY INJURYIPROPERTY DAMAGE
(X) Commercial General Liability $ 1,00D,0130 EACH OCCURRENCE
M Premises and Operations $ 2;,000,000 AGGREGATE
(j Contractors Protective
( ) Products - Completed Operations
(} Contractual - Designated Contracts Only
(X] Excludes Explosion, Collapse and Underground Property Damage Hazard
AUTOMOBILE LIABILITY ......................
{ } Fleet
(} Specific Automobiles Only
(} Non -Ownership and Hired Automobiles
FARM LIABILITY .................................... $ EACH OCCURRENCE
$ AGGREGATE
PERSONAL LIABILITY
( } Homeowners .................................. $ EACH OCCURRENCE
{ j Farm and Ranch Owners ......................... $ EACH OCCURRENCE
UMBRELLA LIABILITY ................................ $ EACH OCCURRENCE
$ AGGREGATE
This Certificate of Insurance neither affirmatively nor negatively amends, extends, or alters the coverage or any provision afFCrded by
the policy. This Certificate is executed and issued in duplicate by the aforesaid Company.
COI-Lgcy 226-33517 CCI -01 lE C MDP
