HomeMy WebLinkAbout20131055.tiffRESOLUTION
RE: APPROVE PROFESSIONAL SERVICE AGREEMENT AND AUTHORIZE CHAIR TO SIGN
- YOUNG GUNS ENTERTAINMENT CORPORATION
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Professional Service Agreement between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Weld County Fair Board, and Young Guns Entertainment Corporation,
commencing from the date of execution by the Board of County Commissioners, for the 2013 Weld
County Fair, with further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of
which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Professional Service Agreement between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Weld County Fair Board, and Young Guns Entertainment Corporation, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 1st day of May, A.D., 2013.
BOARD OF COUNTY COMMISSIONERS
WELD CO , COLORADO
ATTEST 0.�
Weld County Clerk to the
BY:
Deputy Clerk to the
AP
unty "orney
Date of signature:
iam F. Garcia, Chair
c
Sean P. Conway
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Mike Freeman
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2013-1055
EX0026
Weld County Board Of Commissioners
Young Guns Entertainment Corp.
Professional Services Agreement 2013 Weld County Fair
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THIS AGREEMENT is made this 6 ( day of 3kt,J ir-it ( 2013, by and between the Board
of County Commissioners of Weld County, Colorado, 1150 O Street, Greefey, Colorado 80632, hereinafter
referred to as "County," on behalf of the Weld County Fair Board, and Young Guns Entertainment Corp. of
6062 E. Sylvane St., Tucson, Arizona 85711, represented by JC McDowell, hereinafter referred to as
"Contractor."
WITNESSETH, County and Contractor, for the mutual promises and consideration hereinafter set forth,
agree as follows:
SECTION I - SERVICES AND RESPONSIBILITIES OF CONTRACTOR
1. Contractor shall provide all necessary personnel, equipment, and materials to conduct the Young Guns
Wild West Fun Park (hereinafter "Event") at the 2013 Weld County Fair on July 25, 26, 27, and 28 at
the Island Grove Park in Greeley, Colorado. Hours of operation of the activities to be provided by
Contractor on each day shall not exceed eight hours during daylight hours and shall be from F a.m.
to 5 p.m. Personnel, equipment, and materials to be provided by Contractor are as follows:
a. Activities and attractions for the Event to occupy 1600 sq. ft. of play area;
b. Supervision of the Event by at least one Young Guns Entertainment employee at all times;
c. Marketing materials including photographs prior to the Event;
d. Free hand stamps and free "Wanted Posters" (1 per family); and
e. Staff will maintain appropriate western themed apparel during operational hours.
2. Contractor retains the right to sell merchandise at the Event and to retain all proceeds. Contractor shall
not charge any member of the public for participating in the activities provided by Contractor and the
only compensation Contractor shall receive from County is detailed in Section IV of this Agreement.
3. Insurance Requirements.
a. Commercial General Liability Insurance. Contractor shall furnish to County a certificate of
insurance for commercial general liability upon notification of award and prior to Event. The
commercial general liability insurance policy shall, at a minimum, include coverage for property
damage and bodily injury covering injuries to Contractor, Contractor's employees, participants,
audience members, volunteers, or any other person in attendance at the Weld County Fair arising out
of the Event's activities. The comprehensive general liability insurance shall be in the following
minimum amounts:
Each Occurrence
General Aggregate
$1,000,000
$1,000,000
Contractor's comprehensive general liability insurance policy or certificate of insurance shall be
issued to include Weld County as an additional insured party and policy or certificate of insurance
shall be endorsed to state that coverage shall not be suspended, voided, or cancelled without thirty
(30) days prior written notice to the County by certified mail, return receipt requested. Contractor
agrees that Contractor's comprehensive general liability insurance shall be the primary coverage for
any and all losses or injuries resulting from Contractor's activities pursuant to this Agreement.
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Work shall not commence under this Agreement until Contractor has submitted to the County and
received approval thereof.
b. All insurers of Contractor must be licensed or approved to do business in the State of Colorado.
c. Contractor agrees to maintain automobile liability insurance as required by Colorado State statutes
for all automobiles associated with performance of the Contractor's obligations under this
Agreement. Where applicable, Contractor further agrees to maintain Workman's Compensation
Insurance as required by Colorado State statutes.
d. Any and all deductibles contained in any insurance policy referred to in this Agreement shall be
assumed solely by, and at the sole risk, of Contractor.
4. At any time during the term of this Agreement, the County may require Contractor to provide proof of
the insurance coverage or policies required herein. Upon failure of Contractor to furnish, deliver and/or
maintain such insurance as provided herein, this Agreement, at the County's election, may be
immediately declared suspended, discontinued, or terminated. Failure of Contractor to obtain and/or
maintain any required insurance shall not relieve Contractor from any liability under this Agreement,
nor shall the insurance requirements be construed to conflict with any of the Contractor's
indemnification obligations.
SECTION II - RESPONSIBILITES OF COUNTY
County shall provide the following to facilitate the Event:
a. Advertise Young Guns Wild West Fun Park with a description of the Event and the specific times
and dates;
b. Provide 50' X 50' area for the Event, staking, and storage trailer behind the Event. Area may be
indoors or outdoors, the area must provide for 10' height clearance and 9' entrance opening for tents
and trailers associated with the Event;
c. Provide 2 laborers for two hours during setup and breakdown of Event;
d. Provide access to one electrical outlet with at least 20 amp service;
e. Provide 40 hay bales and labor to place bales as directed, straw bales are an acceptable substitute;
and
f Provide approximately one yard of clean fine sand and labor to move sand into sandbox.
SECTION III — TERM
The term of this Agreement shall commence upon the date of execution by both the Contractor and the
County, and end after the completion of the Event and any associated clean up or post -Event activities.
SECTION IV — PAYMENT AND FEE SCHEDULE
1. Contractor shall receive a total payment of four thousand dollars ($4000.00) for putting on the Event
pursuant to the terms of this Agreement. Payment shall be made upon satisfactory completion of the last
day of the Event on July 28, 2013, and any associated clean up or post -Event activities.
In the event Contractor does not perform the Event as specified in this Agreement for the full four days, July
25, 26, 27, and 28, Contractor shall be paid $1000.00 for each full day upon which the Event was performed
pursuant to the terms of this Agreement. Contractor shall not be paid for partial days.
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2. County may cancel this Agreement by giving at least 120 days advance written notice to Contractor prior to
July 25, 2013. If at least 120 days advance notice is given, County shall owe Contractor $2400.00.
Cancellation by County later with later than 120 days advance written notice shall result in a payment to
Contractor of $4000.00. If cancellation by County occurs, County is not obligated to pay any other costs
than those specified in this subsection (2).
3. County, at its sole expense and choosing, shall provide Contractor with non-smoking lodging equipped with
double queen beds. County shall make a good faith effort to provide lodging located on the ground floor.
Check in shall be on July 24`h and check out shall be on July 29`h pursuant to standard check in and check
out procedures for the chosen establishment. County shall be responsible only for the costs of lodging.
Contractor shall be responsible for all incidental costs of lodging, any damage to the lodging, and any other
costs associated with the lodging.
4. Apart from the compensation listed in this section, County shall not be obligated to pay any further costs or
expenses associated with Contractor or the Event.
SECTION V - INDEPENDENT CONTRACTOR
Pursuant to the Workers' Compensation Act 8-40-202(2)(b)(IV), C.R.S., as amended, Contractor
acknowledges that it is an independent contractor and that Contractor and its employees and servants are not
entitled to workers' compensation benefits from County. Contractor further understands that it is solely
obligated for the payment of federal and state income tax on any moneys earned pursuant to this Agreement.
SECTION VI - INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the Weld County Fair Board, its officers, agents,
employees, and volunteers, and County, its officers, agents, employees, and volunteers, from and against any
and all claims, suits, expenses, damages, or other injury to persons, entities, or property caused or sustained by
any person(s) during the term of this Agreement resulting from Contractor's Event or failure to perform
pursuant to the terms of this Agreement.
Notwithstanding the expiration of this Agreement upon the expiration of the term specified in Section III
of this Agreement, or termination of this Agreement pursuant to Section VII of this Agreement, this Section VI
regarding indemnification shall survive the expiration or termination of this Agreement.
SECTION VII — TERMINATION
Time is of the essence in the Event of this Agreement. If Contractor is unable to provide the services
required by this Agreement during the specified term of this Agreement, Contractor shall be deemed to have
breached this Agreement and County may obtain said services of another and pursue an appropriate remedy for
such breach pursuant to the laws of the State of Colorado. Either party may terminate this Agreement for cause.
An aggrieved party must first notify the other party of the outstanding issue and allow one day to cure or such
longer period of time as is mutually agreed upon by the parties. In the Event such issue is not cured within the
cure period, the aggrieved party may terminate the Agreement and pursue any remedy recognized by Colorado
law.
SECTION VIII - MUTUAL UNDERSTANDINGS
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1. Integration of Understanding_ This Agreement contains the entire understanding of the parties hereto and
neither it, nor the rights and obligations hereunder, may be charged, modified, or waived except by an
instrument in writing that is signed by the parties hereto.
2. Parties Interested Herein. Nothing expressed or implied in this Agreement is intended or shall be construed
to confer upon or to give to, any person other than the parties to this Agreement, any right, remedy, or claim
under or by reason of this Agreement of any covenant, terms, conditions, or provisions hereof. All
covenants, terms, conditions, and provisions in this Agreement, by and on behalf of the County and
Contractor, shall be for the sole and exclusive benefit of the County and Contractor.
3. Severability. If any provision of this Agreement is determined to be unenforceable or invalid for any
reason, the remainder of this Agreement shall remain in effect, unless otherwise terminated in accordance
with the terms contained herein.
4. Authorization. Each party represents and warrants that it has the power and ability to enter into this
Agreement, to grant the rights granted herein and to perform the duties and obligations herein described.
5. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and
regulations in effect or hereafter established, including without limitation, laws applicable to discrimination
and unfair employment practices.
6. Choice of Law and Venue. Colorado law, and rules and regulations established pursuant thereto, shall be
applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or
incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and
void. Venue for any legal dispute associated with this Agreement shall be in Weld County, Colorado.
Should the courts in Weld County not have jurisdiction over the legal dispute, the venue shall be the nearest
court in Colorado having jurisdiction.
7. Non -Assignment. The rights and responsibilities of either party pursuant to this Agreement are not
assignable without prior written permission from the other party.
8. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver,
express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the
Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended.
In Witness Whereof, the parties hereto execute this contract on the day first above written.
ATTEST:
CLERK TO THE BOARD AIRMAN OF THE BOARD OF
)LD COUNTY COMMISSIONERS
Chair, William Garcia
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.20/3-M55
Date:
MAY 0 1 2013 Date: MAY 0 1 2013
Approved a
Wel aW'ounty Attorney's Office
Date:
MAY 0 1 2013
Approved as to substance:
Terry Sand eier
Weld County Fair Board President
CONTRACTOR:
/.1V57-7(
JC McDowell, President Young Guns Entertainment
-Group Inc.
Date: 2 1 ( 1
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