HomeMy WebLinkAbout20111630.tiff RESOLUTION
RE: APPROVE PROFESSIONAL SERVICE AGREEMENT AND AUTHORIZE CHAIR TO SIGN
- IGX
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 IGX, commencing from the date of execution
by the Board of County Commissioners and ending July 31, 2011,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 IGX, 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 11th day of July, A.D., 2011.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COL DO
1 . /
ATTEST:. , a Cc� 7/ yy� .
/ ;N' ara Kirkmeyer, hair
Weld County Clerk to the B . t� •`� r"
, - an P. C ay, Pro-Tem
Deputy Clerk to the Boar . CBsi
.
APPROVED AS TO FORM:
avid E. Long
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County rney 04.r) Lr,r. (At-O 1n Ci cir
Douglas(Rademache
Date of signature: p/
2011-1630
t ( II EX0025
Weld County Board of County Commissioners
IGX
Professional Services Agreement
THIS AGREEMENT is made this //tk of ili. , 2011, by and between the
Board of County Commissioners of Weld County, Cola?ado, 915 10th Street, Greeley,
Colorado 80631, hereinafter referred to as the "County," and IGX, hereinafter referred to
as the "Contractor" or by name.
WITNESSETH:
County and Contractor, for the mutual promises and consideration hereinafter set
forth, agree as follows:
Contractor will provide a turnkey, multi-platform, multi-screen interactive game
attraction for the Weld County Fair from July 27, 2011, through July 31, 2011, to be held
at the Island Grove Regional Park, in Greeley, Colorado.
SECTION I - RESPONSIBILTIES OF CONTRACTOR:
Contractor shall provide the following:
1. Current, popular games rated "C" for Children, "T" for Teen and "E" for Everyone.
2. Free Admission to all players.
3. Fifteen 19" game ports with outdoor themed games appropriate for fair
attendees.
4. Two 42" plasma screen monitors with outdoor themed games. Units will be
moved to dance hall location on scheduled night of the youth dance. County will
provide at least two people to assist with the transport and return.
5. Latest hardware, including Sony PS-3, Microsoft Xbox 360 & Nintendo Wii
platforms.
6. A 10' high signage tower with IGX and/or sponsor produced logo banner.
7. An on-site IGX representative and customer service desk, open up to 12
hours/day.
8. Space within the IGX set up for use by the County and/or their sponsor(s).
9. High profile sponsor produced signage at booth entrance and on kiosks if
applicable.
10. Press release information, IGX logos and digital photos for the County to use as
c>9o//- /1,30
appropriate.
11. A FREE IGX Supplied, $50.00 Gift Card to a Greeley area video game store (or
store of County's choosing), to serve as the winner's prize for a Mario Kart video
game tournament IGX will hold during the Fair. IGX will also hold a Nintendo Wii
Bowling Tournament on Senior Day, and supply an additional $50.00 Gift card.
12. Contractor shall adhere to all federal, state, and local laws and regulations
including, but not limited to, the laws of the State of Colorado and of the County
of Weld.
13. Proof of insurance. Contractor shall furnish a certificate of insurance for
commercial general liability, comprehensive automobile liability (where
applicable), and worker's compensation upon notification of award and prior to
performance. Work shall not commence under this Agreement until Contractor
has submitted to the County and received approval thereof, the certificate of
insurance showing compliance with the following types and coverage of
insurance:
a. Comprehensive General Liability Insurance: to include products
liability, completed operations, contractual, broad form property
damage and personal injury. Said insurance shall include coverage for
any and all personal injuries arising out of Contractor's activities.
Each Occurrence $1,000,000
General Aggregate $1,000,000
b. Comprehensive Automobile Liability Insurance: to include all motor
vehicles owned, hired, leased, or borrowed.
Bodily Injury/Property Damage $1,000,000 (each occurrence)
Personal Injury Protection As Required by Colorado Statutes
c. Workman's Compensation Insurance: As Required by Colorado
Statutes.
14. All insurers of Contractor must be licensed or approved to do business in the
state of Colorado. Contractor's comprehensive general liability, comprehensive
automobile liability and workman's compensation insurance policies and/or
certificates of insurance shall be issued to include Weld County, its employees
and officers, and the Weld County Fair Board as additional insured parties and
shall include the following provisions:
The insurance company issuing the policy or policies shall have no right of
recovery or subrogation against the County, it being the intent of the parties that
the insurance policies so affected shall protect both parties and be primary
coverage for any and all losses resulting from the actions or negligence of
Contractor, or injuries arising out of Contractor's activities.
The insurance companies issuing the policy or policies shall have no recourse
against the County for payment of any premiums due or for any assessments
under any form of any policy.
15. Any and all deductibles contained in any insurance policy shall be assumed by
and at the sole risk of Contractor.
Each insurance policy herein required 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.
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 election of the County, 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 the obligations of Contractor
concerning indemnification.
SECTION II - RESPONSIBILITES OF THE COUNTY
County shall provide the following:
1. Approximately 400 to 600 square feet of presentation space located within a well
trafficked area, either under a tent WITH SIDES or inside a roofed structure. If a
specific layout is required from IGX within the show footprint, based on
dimensions supplied by the County, IGX will do this, but will need at least ten
days (10 days) notice.
2. County agrees to coordinate an approximate four hour time period for IGX to
install its venue prior to beginning operations. County shall take into account IGX
preference for setting up between 8 and 9a.m. on the day prior to the opening of
the Fair.
3. The IGX attraction venue footprint shall be completely clear and available to IGX
for installing the IGX attraction beginning on the install date noted above. Neither
the installation, nor the removal, should exceed 4 hours labor under IGX
supervision.
4. A forklift at no cost for approximately 30 minutes during the load-in and load-out.
5. Five (5) separate, dedicated 110volt- 20 amp electrical connections delivered to
the IGX footprint and electricity (as required).
6. All necessary daily admission tickets, parking passes and other required
credentials for show access by IGX management and crew, and any necessary
service personnel.
7. Basic security during the installation, operation and removal of the attraction.
Especially the ability to secure the venue or provide overnight security during all
periods.
8. County shall provide one complimentary hotel room for the IGX on-site
supervisor for the dates starting July 27, 2011, through August, 1, 2011. Should
the County be unable to provide one complimentary hotel room, an additional
$75.00/day will be added to the final invoice.
SECTION III- PAYMENT
In exchange for the satisfactory completion of the Contractor's Responsibilities
outlined in this Agreement, County shall make payable to Advertising Consultants, LLC,
of 5513 W. Shady Trail, Old Hickory, Tennessee 37138, the sum of $6,000.00 (six-
thousand dollars). Such payment shall be mailed by August 1, 2011. An invoice with
Federal ID # included will be provided to Contractor on or before
2011. County shall not be liable for any additional costs incurred by Contractor in
performing this Agreement, or otherwise.
SECTION IV — TERM
The term of this Agreement shall commence upon the date of execution by both
the Contractor and the County and end on July 31, 2011, conditioned upon the
completion of the responsibilities set forth in this Agreement.
SECTION V— INDEPENDENT CONTRACTOR
Pursuant to Workers' Compensation Act 8-40-202(2)(b)(IV), C.R.S., as amended,
Contractor understands that it and its employees and servants are not entitled to
workers' compensation benefits from the 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 county, its officers, agents,
and employees for, 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) as a
result of Contractor's performance or failure to perform pursuant to the terms of this
Agreement.
SECTION VII — TERMINATION
Time is of the essence in 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 the 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. If the performance issue is not cured within the cure period,
the aggrieved party may terminate the Agreement and pursue any remedy recognized
by Colorado law. In situations where it is not reasonably practicable for the aggrieved
party to allow one day for the other party to cure, the aggrieved party must allow as
much time as reasonably possible for the other party to cure prior to terminating this
Agreement.
SECTION VIII - MUTUAL UNDERSTANDINGS
1. Integration of Understanding
This Agreement and Attachment A contain the entire understanding of the parties
hereto and neither it, no 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, 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.
In Witness Whereof, the parties hereto execute this contract on the day first above
written.
ATTEST: ;IP a``
CLERK OF THE BOA��a CHAIRMAN OF THE BOARD OF
WELD COUNTY COM ISSIONERS
361 t
Deputy Cler o the Boas Jj' hairman
Date: 1//- 2o1/ Date: 17-//-.20!/
Approved as to form: CONTRACTOR:
Weld Co i Attorney IRe eLative
Name and Title:
/T Date: 7-- ( ✓ -r / Date: 17/S1/4
Approved as to substance:
sident
Weld County Fair Board
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