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HomeMy WebLinkAboutC17-433 Carr Pro RodeoAGREEMENT FOR SERVICES
BETWEEN EAGLE COUN'T'Y, COLORADO
AND
CARR PRO RODEO
THIS AGREEMENT ("Agreement") is effective as of
12/27/2017
by and between
Carr Pro Rodeo a Texas corporation (hereinafter "Contractor") and Eagle County, Colorado, a body corporate and
politic (hereinafter "County").
RECITALS
WHEREAS, Contractor is a company specializing in the production of professional fair and rodeo services and
County desires to hire Contractor to provide such services (the "Project') at the Eagle County Fairgrounds located at
0426 Fairgrounds Road, Eagle, Colorado (the "Property"); and
WHEREAS, Contractor 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.
R_[*1. a0058a9Ni
NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as
follows:
Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials
necessary to perform and complete the services or work described in Exhibit A ("Services" or "Work") which is
attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the
provisions and conditions of this Agreement.
a. Contractor agrees to furnish the Services from duly 25-28, 2018 and in accordance with the
schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish
the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below
Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services.
b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhi i
A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement
shall prevail.
2. County's Representative. The Fair and Rodeo Department's designee shall be Contractor's contact with
respect to this Agreement and performance of the Services.
3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to
the provisions of paragraph 1 1 hereof, shall continue in full force and effect for a period of one (t) year.
4. Extension or Modification. This Agreement may be extended in accordance with the pricing terms set forth
in Exhibit A for up to two (2) additional one (t) 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
C17-433
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 isnot 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.
S. Compensation. County shall compensate Contractor for the performance of the Services in a sum
computed and payable as set forth in Exhibit A. Compensation for the performance of the Services under this
Agreement shall not exceed $59,740.00 for 2018. If the term of this Agreement is extended in accordance with
Section 4 herein, compensation for each year shall not exceed the annual rates identified in Exhibit A. 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 upon completion of the final
performance described in Exhibit A.
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 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).
C. County shall arrange and pay for ten (10) hotel rooms per night from Sunday night through
Saturday night of the event week. County shall not be responsible for any additional charges incurred or for any
damages caused by Contractor or its subcontractors, employees, agents or invitees during Contractor's stay at the
County arranged hotel. Contractor agrees to be solely responsible for and to pay for any such charges, liabilities or
fees.
6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the
particular reputation and expertise of Contractor. County recognizes that the Services involve Contractor's hiring of
specialty acts to perform at the Fairgrounds, but the parties agree that 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
2
Eagle County General Services Final 5/14
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,
persona I/ad vert i s ing injury, prod uctslcompleted 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 auto and commercial general liability coverage shall be endorsed to include Eagle
County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and
volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached
hereto as Exhibit B.
ii. Contractor's certificates of insurance shall include subcontractors, if any as additional
insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each
subcontractor.
iii. The insurance provisions of this Agreement shall survive expiration or
termination hereof.
iv. The parties hereto understand and agree that the County is relying on, and does
not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and
protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise
available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and
volunteers.
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
3
Eagle County General Services Final 5/14
any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon
any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall
reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection
with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not
apply to claims by third parties against the County to the extent that County is liable to such third party for such
claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination
hereof.
9. Ownership of Documents. All documents (including electronic files) and materials obtained during,
purchased or prepared in the performance of the Services shall remain the property of the County and are to be
delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement.
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.
WfisleN Ira
Eagle County, Colorado
Attention: Tanya Dahlseid
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8892
Facsimile: 970-328-8899
E -Mail: Tanya.Dahlseid@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
Telephone: 970-328-8685
Facsimile: 970-328-8699
E -Mail: atty@eaglecounty.us
CONTRACTOR:
Carr Pro Rodeo
Attention: Pete Carr
5220 Spring Valley Rd, Suite 615
Dallas, TX 75254
Telephone: 972-386-9258
Facsimile: 972-386-7597
E -Mail: pcaff@resource-commercial.com
4
Eagle County General Services Final 5/14
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 thirty (30) calendar days' prior written notice to the
Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents
as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials
and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination.
12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this
Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the
sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be
governed by the laws of the State of Colorado.
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.RLS. 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 including, but not limited to, PRCA 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.
C. 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.
5
Eagle County General Services Final 5/14
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.RS. 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.ILS. 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:
under this Agreement; or
Knowingly employ or contract with an undocumented individual to perform Services
6
Eagle County General Services Final 5/14
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:
https://www.uscis.aov/e-verify
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. 5-17.5-102(5).
f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of
contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor
shall be liable for actual and consequential damages to County as required by law.
g. County will notify the Colorado Secretary of State if Contractor violates this provision of this
Agreement and County terminates the Agreement for such breach.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
7
Eagle County General Services Final 5/14
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
Attest:
By:-----e--------
Regina O'Brien, Clerk to the Board
COUNTY OF EAGLE, STATE OF COLORADO, B y and
Through Its BOARD OF COUNTY COMMISSIONERS
By:
LO7
Jillian H. Ryan, Chair
CONTRACTOR:
n2rn
By:------ --
Print Name: Pete Carr
Title: Owner
8
Eagle County Gcneral Services Final 5114
SCOPE OF SERVICES, SCHEDULE, FEES
Eagle County Gcneral Services Final 5114
PRCA Rodeo Proposal
Eagle County Fair & Rodeo Committee
Carr Pro Rodeo (CONTRACTOR) would like to submit the following proposal to the Eagle
County Fair & Rodeo (COMMITTEE) for your July 25, 26, 27, 28, 2018 PRCA Rodeo in
Eagle, CO.
Base Fee: Eighty -Nine Thousand Seven Hundred Forty Dollars ($89,740.00)
For the preceding amount, CONTRACTOR will produce a 4-perfonnance rodeo that
includes the following events: Bareback Riding, Saddle Bronc Riding, Bull Riding, Tie -down
Roping, Steer Wrestling, Team Roping and Women's Barrel Racing and associated slack.
CONTRACTOR will provide the following:
1. PRCA contract personnel, sound person, specialty actlbarrelman,
secretary, timers, bullfighters, pickup men, riding and timed event boss,
flankman, labor to open/pull bucking chute gates and sort and Ioad
bucking stock, and all production pertaining to the rodeo performance.
2. All riding and timed event stock required for the productions of the PRCA
events at the rodeo, including trucking and care of the same.
3. Four performances of professional rodeo 7:30 pm nightly and any slack
will be held after the I5t performance.
Arena Preparation:
COMMITTEE will furnish arena and arena preparation, veterinarian, ambulance and first
aid on the grounds during all events. COMMITTEE will be responsible for concession,
restrooms, parking, admission gates, crowd control, and security. COMMITTEE will
provide arena and pens in good working condition, sound system and adequate water troughs
for CONTRACTORS livestock.
Committee Responsibility:
COMMITTEE will be responsible for all promotion and advertising, COMMITTEE will
furnish the PRCA and WPRA approval fees including judge's fess, COMMITTEE will
provide all added money for all events, as well as all necessary labor needed for the
remainder of the production of the rodeo. COMMITTEE will provide the arena and sound
system COMMITTEE will provide grain and hay for CONTRACTOR livestock or any non -
sanctioned event Iivestack. COMMITTEE will be responsible for any federal, state or
local taxes incurred if applicable. COMMITTEE shall furnish CONTRACTOR with ten (10)
hotel rooms per night from Sunday to Sunday.
Riding Event Limits:
Limits shall be set at (48 max) entries in the Bareback Riding and Saddle Brone and (60
max) entries in the Bull Riding.
Timed Event Limits:
Contract includes (40 max) entries in the Tie -Down Roping, Steer Wrestling, Team Roping,
Any increase in these numbers will result in additional cattle and trucking cost. At that time,
the base contract referenced above shall be adjusted accordingly to accommodate the
additional entries.
Communication:
All written communication concerning the rodeo can be addressed to Carr Pro Rodeo, 5220
Spring Valley Road, Suite 615, Dallas, Thi 75254. You may also reach Pete Carr at his office
972-386-9258 or on his cell phone at 214-236-0307. Please send emails to
peteCa. ca ril)m rodeo, co in
Terms of Contract:
This is a three (3) year proposal for the 2018 - 2020 rodeo season.
2018
$89,740.00
July
251h.
28th
2019
$90,640.00
July
241h -
271h
2020
$91,545.00
July
2214.-
25th
EX-IIBIT B
INSURANCE CERTIFICATE
10
Eagle County Gcneral Services Final 5114
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THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
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REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Wan ADDITIONAL INSURED, the pallcy[ies] must have ADDITIONAL INSURED provisions or he endorsed.
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PRODUCER
MOSBlay Insurance
P O Box 1299
Mabank, TX 75147
CT APrII Burns
PHONE SOM87-2771 FAx 903 87-4982
No, EA.
IgA,, ap mole ey ns.com
M U S AFFORDINGCOVERAG£ NAIC0
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5220 Spring Valley Ad, Ste 615
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CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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Livestock Rental - Eagle County Fair & Rodeo, Eagle Co
Eagle County Fairgrounds - Event Dates: July 18 - 22, 2017
"EAGLE COUNTY, its associated or affiliated entities, its
successora and
assigns, elected officials, employees, agents and volunteers are additional
Insureds with regards to the commercial general liability coverage:'
Eagle County
500 Broadway
Eagle, CO 81631
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS,
AUTKIRIZED REPRESENTATIVE
ACORD 25 (2018!03) @ 1998-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD