HomeMy WebLinkAboutC25-080 Sun Valley Rides, LLC
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
SUN VALLEY RIDES, LLC
THIS AGREEMENT (“Agreement”) is effective as of _________________ by and between Sun Valley
Rides, LLC, an Arizona limited liability company licensed to do business in Colorado (hereinafter
“Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”).
RECITALS
WHEREAS, County desires to have the Contractor provide a variety of adult and children’s rides, games,
floor, and confection concessions (the “Services”) at the Eagle County Fairgrounds in 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. Contractor agrees to diligently provide all services, labor, personnel and materials
necessary to perform and complete the services described in Exhibit A (“Services”) 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 no later than July 22, 23, 24, 25 and 26, 2025
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
Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in
this Agreement shall prevail.
c. 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.
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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 12 hereof, shall continue in full force and effect through the 31st of
July, 2025.
4. 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 t he 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 not be responsible for compensating or paying for the services set
forth herein. Instead, Contractor shall pay County portion of its ticket sales and may retain a portion of the
sales as follows:
a. Ride tickets are $1.00 for one (1) ticket, $25.00 for thirty (30) tickets, $50.00 for sixty (60)
tickets. Tickets shall be good for and accepted for rides each day during the Eagle County Fair
and Rodeo.
b. On-Site unlimited ride wristbands are $35.00 each and are good for one (1) day only.
c. Pre-sale ride tickets are $25.00 each and are good for one (1) day only.
Contractor shall pay County twelve and one-half percent (12.5%) of all onsite ride gross ticket
sales and (30%) of all presale ride tickets. Contractor may retain the proceeds not due to County under
this Agreement.
All ticket sales, including both presale and onsite ticket sales must be reconciled by Contractor,
and payment of all sums due to County shall be made by Contractor to County no later than July 31,
2025.
6. Subcontractors. Contractors acknowledges that County has entered into this Agreement in
reliance upon the particular reputation and expertise of Contractors. Contractors shall not enter into any
sub-contractors 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
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performance of this Agreement and no personnel to whom County has an objection, in its reasonable
discretion, shall be assigned to the Project. Contractors shall require each sub-consultant, as approved by
County and to the extent of the Services to be performed by the sub-consultant, to be bound to
Contractors by the terms of this Agreement, and to assume toward Contractors all the obligations and
responsibilities which Contractors, 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-contractors hired
by Contractors and shall cooperate in such process. The Contractor shall be responsible for the acts and
omissions of its agents, employees and sub-contractors.
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.
i. 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 $2,000,000 aggregate limits.
iv. Professional liability insurance with prior acts coverage for all Services required
hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not
less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability
insurance is on a claims-made basis, Contractor warrants that any retroactive date under the policy shall
precede the effective date of this Agreement. Continuous coverage will be maintained during any
applicable statute of limitations for the Services and Project.
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.
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. In addition, all such policies shall be kept in force by
Contractor and its sub-contractors until the applicable statute of limitations for the Project and the
Services has expired.
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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.
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 B. 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. Contractor shall advise County in the event the general aggregate or other
aggregate limits are reduced below the required per occurrence limit. Contractor, 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.
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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 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.
9. Ownership of Documents. All documents prepared by Contractor in connection with the Services
shall become property of County. Contractor shall execute written assignments to County of all rights
(including common law, statutory, and other rights, including copyrights) to the same as County shall
from time to time request. For purposes of this paragraph, the term “documents” shall mean and include
all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets,
maps and work sheets produced, or prepared by or for Contractor (including any employee or
subcontractor in connection with the performance of the Services and additional services under 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 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
794 Fairgrounds Road
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8892
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
E-Mail: atty@eaglecounty.us
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CONTRACTOR:
Steve Mattfeldt
Sun Valley Rides LLC
7558 W. Thunderbird Rd PMB 1-620
Peoria, AZ 85306
Telephone: (602)-363-2677
Email: sunvalleyrides@aol.com
11. Coordination. Contractor acknowledges that the development and processing of the Services for
the Project may require close coordination between various consultants and contractors. Contractor shall
coordinate the Services required hereunder with the other consultants and contractors that are identified
by County to Contractor from time to time, and Contractor shall immediately notify such other
consultants or contractors, in writing, of any changes or revisions to Consultant’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 consultants or contractors 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.
12. 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 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.
13. 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.
14. 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.
15. 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,
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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.
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.
i. 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.
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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.
16. Data Security.
a. Definitions:
i. “County Data” means all data created by or in any way originating with County
and End Users, and all information that is the output of any computer processing, or other electronic
manipulation, of any information that was created by or in any way originating with County and End
Users, in the course of using and configuring the Services provided under this Agreement, and includes
all records relating to County’s use of Contractor Services and Protected Information.
ii. “End User” means the individuals (including, but not limited to employees,
authorized agents, students and volunteers of County; Third Party consultants, auditors and other
independent contractors performing services for County; any governmental, accrediting or regulatory
bodies lawfully requesting or requiring access to any Services; customers of County provided services;
and any external users collaborating with County) authorized by County to access and use the Services
provided by Contractor under this Agreement.
iii. “Protected Information” includes, but is not limited to, personally-identifiable
information, student records, protected health information, criminal justice information or individual
financial information and other data defined under C.R.S. § 24-72-101 et seq., and personal information
that is subject to local, state or federal statute, regulatory oversight or industry standard restricting the use
and disclosure of such information. The loss of such Protected Information would constitute a direct
damage to the County.
iv. “Security Incident” means the potentially unauthorized access by non-authorized
persons to personal data or non-public data the Contractor believes could reasonably result in the use,
disclosure or theft of County Data within the possession or control of the vendor. A Security Incident
may or may not turn into a data breach.
b. During the course of Contractor's performance of the Work, the Contractor may be
required to maintain, store, process or control County Data. The Contractor represents and warrants that:
i. Contractor will take all reasonable precautions to maintain all County Data in a
secure environment to prevent unauthorized access, use, or disclosure, including industry-accepted
firewalls, up-to-date anti-virus software, and controlled access to the physical location of the hardware
containing County Data;
ii. Contractor’s collection, access, use, storage, disposal and disclosure of County
Data shall comply with all applicable data protection laws, as well as all other applicable regulations and
directives;
iii. Contractor will notify County of any Security Incident as soon as practicable, but
no later than 24 hours after Contractor becomes aware of it;
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iv. Contractor will provide information sufficient to satisfy County’s legal and
regulatory notice obligations. Upon notice of a Security Incident, County shall have the authority to
direct Contractor to provide notice to any potentially impacted individual or entity, at Contractor’s
expense, and Contractor shall be liable for any resulting damages to County.
v. Where Contractor has been contracted to maintain, store or process personal
information on behalf of the County, it shall be deemed a “Third-Party Service Provider as defined in
C.R.S. § 24-73-103(1)(i), and Contractor shall maintain security procedures and practices consistent with
C.R.S § 24-73-101 et seq.; and
vi. Contractor will promptly return or destroy any County Data upon request from
the County Representative.
c. Contractor’s indemnification obligations identified elsewhere in this Contract shall apply
to any breach of the provisions of this Paragraph.
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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: ______________________________
Jeff Shroll, County Manager
CONTRACTOR
Sun Valley Rides, LLC
Steve Mattfeldt
By: _____________________________________
Print Name: ______________________________
Title: ___________________________________
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Steve Mattfeldt
President
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EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES
During the 2025 Eagle County Fair and Rodeo, Contractor shall supply and adequately staff the following
the carnival rides and games. Sun Valley Rides LLC will have advertisements for their rides and
concessions that are preapproved by Eagle County.
1. The Zipper
2. Tip -Top
3. Silver Streak
4. Tornado
5. Sea Dragon
6. Yo-Yo
7. Starship
8. Megaloop
9. Tilt-a-Whirl
10. Sun Valley Flyer
11. Monkey Maze
12. Fun Slide
13. Crop Duster
14. Kids Rides: Bumble Bee, Farm Train and Raiders
Games: ring-a-bottle, lucky ducks, water race, street hoops and win a gold fish
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EXHIBIT B
Insurance Certificate
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