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HomeMy WebLinkAboutC93-002 Independent Contractor's Agreement with Acquisiton Servicest C93 -02 -28 INDEPENDENT CONTRACTOR'S Agreement ACQUISITION AND RELOCATION CONSULTANT SERVICES THIS Agreement, made and entered into this _A, day of , 19;� by and between the COUNTY OF EAGLE, STATE OF COLORADO, her mafter called COUNTY, and Acquisition Sciences, Ltd., hereinafter called CONTRACTOR. The COUNTY desires to obtain right of way, acquisition and relocation services in connection with land acquisition hereinafter referred to as SERVICES for Approach Protection Project, hereinafter referred to as 'PROJECT' and CONTRACTOR is considered to be qualified and otherwise capable of performing the work required by this Agreement in the time allotted; and WHEREAS, the services to be provided under this Agreement are necessary to achieve the purposes of The Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended. NOW, THEREFORE, in consideration of the premises and of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties as follows: ARTICLE I: RESPONSIBILITY OF CONTRACTOR 1. The CONTRACTOR shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by the CONTRACTOR, its subcontractors and consultant and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, CONTRACTOR shall follow practices consistent with generally accepted professional and technical standards. 2. It shall be the duty of the CONTRACTOR to assure that all products of its effort are technically sound and in conformance with all pertinent F.A.A., Federal, State and local statues, codes, ordinances, resolutions and other regulations. The CONTRACTOR shall without additional compensation, correct any errors or deficiencies in its reports and other services. The CONTRACTOR shall pay all damages costs and expenses caused by its negligence, resulting from or arising out of errors or deficiencies in its reports and other services. 3. CONTRACTOR shall assign Jay Christopher to manage the performance of the CONTRACTOR'S services on the PROJECT. All of the services specified by this Agreement shall be performed by the Project Manager, or by CONTRACTOR'S associates and employees. Should the Project Manager, or any key employee of CONTRACTOR be unable to complete his or her responsibility for any reason, the CONTRACTOR will replace him or her with a qualified person whom the COUNTY'S representative finds satisfactory. If CONTRACTOR fails to make a required replacement within 30 days, COUNTY may terminate this Agreement for default. 4 �zt A � 4. All materials, information, and documents, whether finished, unfinished, or draft, developed, prepared, completed, or acquired by CONTRACTOR during the performance of services for which it has been compensated under this Agreement shall become property of COUNTY and shall be delivered to the COUNTY representative upon completion or termination of this Agreement, which ever occurs first. CONTRACTOR shall not be liable for damages, claims, and losses arising out of any reuse of any deliverable on any other project conducted by COUNTY. 5. CONTRACTOR shall furnish COUNTY representative copies of all correspondence to regulatory agencies for approval and review prior to mailing such correspondence. 6. The CONTRACTOR agrees that its officers and employees will cooperate with the COUNTY in the performance of services under this Agreement and will be available for consultation with COUNTY at such reasonable times with advance notice as to not conflict with their other responsibilities. ARTICLE II: COUNTY'S RESPONSIBILITY 1. The COUNTY agrees that its officers and employees will cooperate with CONTRACTOR in the performance of services under this Agreement and will be available for consultation with CONTRACTOR at such reasonable times with advance notice as to not conflict with their other responsibilities. 2. The services performed by CONTRACTOR under this Agreement shall be subject to review and approval by COUNTY'S representative. 3. The services to be performed by CONTRACTOR under this Agreement shall be subject to periodic review by COUNTY'S representative. The review comments of COUNTY'S representative may be reported in writing as needed to CONTRACTOR by COUNTY'S representative. In the event that changes are required, CONTRACTOR shall submit revised work within (10) working days unless otherwise mutually agreed. It is understood that COUNTY'S representative review comments do not relieve CONTRACTOR from the responsibility for the professional and technical accuracy of all work delivered under this Agreement. 4. COUNTY shall, without charge, furnish to or make available for examination or use by CONTRACTOR as it may request, any relevant data which COUNTY has available, including as examples only and not as a limitation: a. Copies of reports, maps, plans, surveys, records, and other pertinent documents. b. Copies of previously prepared reports, maps, plans, specifications, surveys, records, ordinances, codes, regulations, other documents, and information related to the services specified by the Agreement. Page 2 C. Copies of COUNTY or STATE'S Relocation Manual and forms. CONTRACTOR shall return any original data provided by COUNTY upon request. 5. COUNTY shall assist CONTRACTOR in obtaining data and documents from public officers or agencies and from private citizens and business firms whenever the COUNTY determines that such material is necessary for the completion for the services specified by this Agreement. 6. CONTRACTOR will be responsible for accuracy of information or data supplied by COUNTY or other sources to the extent such information or data would be relied upon by a reasonably prudent CONTRACTOR. ARTICLE III: SCOPE OF WORK The CONTRACTOR shall perform the necessary professional acquisition and relocation services toward the satisfactory completion of the Agreement. CONTRACTOR shall convey offers to purchase needed real property to owners, diligently pursue negotiations, secure needed signatures, open escrows, prepare all necessary documentation and oversee escrow closing to provide County with necessary title to the real property to be acquired. CONTRACTOR will also conduct all required interviews with displacees, provide relocation assistance, secure needed moving costs and contracts, prepare all needed documents, and in every way, expedite, oversee and complete the relocation of all those displaced by the acquisition. The term of this Agreement shall be from the date first written above until the 34th of June, 1993. ARTICLE V: COST 1. The COUNTY shall pay the CONTRACTOR for services rendered according to the following schedule: Acquisition Services a. When the first contact with owner and a written offer is presented: 30% of the fee for acquisition. b. When conveying documents are signed and escrow is opened: 40% of the fee for acquisition. Page 3 c. When escrow is closed and title conveyed to COUNTY: 30% of fee for acquisition. Relocation Services a. When initial contact with relocatees and presentation of explanatory material and brochures is completed: 30 % of fee for relocation. b. When entitlement calculations are complete and presented to relocatees: 30% of fee for relocation. C. When required signatures are obtained signifying acceptance: 30% of total relocation fee. d. When move is completed and file closed and transmitted: Final 10% of total relocation fee. 2. The total cost of the services by the CONTRACTOR shall not exceed the sum of twenty four thousand ($24,000.00) DOLLARS. ARTICLE VI: SCHEDULE OF PAYMENTS 1. In consideration of continuous and satisfactory performance of the duties outlined in this Agreement, the COUNTY agrees to pay the CONTRACTOR, upon the receipt of a properly certified invoice, for services rendered along with substantiating documentation. 2. The COUNTY reserves the right to inspect and approve the work performed before payment is made to the CONTRACTOR. ARTICLE VII: TERMINATION 1. The COUNTY may at any time, for any reason upon thirty (30) days written notice to the CONTRACTOR, terminate this Agreement, or may abandon any portion of the project for which services have been performed by the CONTRACTOR. 2. In the event this Agreement is terminated as provided above, the CONTRACTOR shall be paid for the cost of the work which has been completed and accepted by the COUNTY. 3. Whenever the work contemplated and covered by this Agreement has been completely performed on the part of the CONTRACTOR, and all items of work have been approved and accepted by the COUNTY, according to this Agreement, and the final payment made, this Agreement shall be terminated. Page 4 ARTICLE VIII: MISCELLANEOUS PROVISIONS 1. CONTRACTOR shall furnish a Certificate of Public Liability and Property Damages Insurance with a single limit of $1,000,000.00 naming the COUNTY as an additional insured. 2. The CONTRACTOR warrants that they have not employed or retained any company or persons (other than a bona fide employee working solely for the CONTRACTOR) to solicit or secure this Agreement and that he has not paid or agreed to pay any company or persons (other than a bona fide employee working solely for the CONTRACTOR) any fee, commission, percentage, brokerage fee, or any other gifts contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the COUNTY shall have the right to annul the Agreement price or consideration, or otherwise recover, the full amount of price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 3. Any dispute arising under this Agreement as to performance, compensation, and the interpretation or satisfactory fulfillment of the terms of this Agreement shall be determined by the COUNTY. 4. During the performance of this Agreement, the CONTRACTOR, for itself, its assignees and successors in interest (hereinafter referred to as the "CONTRACTOR ") agrees as follows: a. Compliance with Regulations: The CONTRACTOR shall comply with the Regulations relative to nondiscrimination in Federally- assisted programs, as they may be amended from time to time. b. Nondiscrimination: The CONTRACTOR, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, age, religion, sex, creed, handicap, or national origin in the selection of subcontractors, including procurements of materials and leases or equipment. C. Solicitations for Subcontracts, Including Procurement of Materials, and Equipment: In all solicitations, either by competitive bidding or negotiation made by the CONTRACTOR for work to be performed under a subcontract, including procurements of materials or leases or equipment, each potential subcontractor or supplier shall be notified by the CONTRACTOR of the CONTRACTOR'S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, age, religion, sex, creed, handicap or national origin. 5. It is expressly understood that the duly authorized representatives of the COUNTY, Federal Highway Administration and F.A.A. shall have the right to inspect the work of the CONTRACTOR whenever such representatives may deem such inspection to Page 5 be desirable or necessary, and further that said representatives shall have access to such records of the CONTRACTOR as pertain to charges made under this Agreement, and CONTRACTOR will retain records subject to audit, for three (3) years from date of final payment. 6. CONTRACTOR agrees that any reports, materials, studies, photographs, negatives, drawings or other documents prepared by CONTRACTOR in the performance of its obligations under this Agreement shall be the exclusive property of the COUNTY. CONTRACTOR shall remit all such documents to the COUNTY upon completion, termination or cancellation of this Agreement. CONTRACTOR shall not use, willingly allow or cause to have such documents used for any purpose other than performance of CONTRACTOR'S obligation under this Agreement without the prior written consent of the COUNTY. 7. The CONTRACTOR shall not assign or subcontract any of the work performed under this Agreement without the prior written approval of the COUNTY. CONTRACTOR will, subsequent to obtaining written approval from the COUNTY, provide the COUNTY with a copy of the contract or Agreement for said work. Any attempted assignment of rights or delegation of duties under this Agreement, without the prior written consent of the COUNTY, shall be void. 8. An alteration ordered by the COUNTY which substantially changes the services provided for by the expressed intent of this Agreement will be considered extra work, and shall be specified in an Amended Agreement which will set forth the nature and scope thereof. The method of payment for extra work shall be specified at the time the amendment is written. 9. Any notice required to be given hereunder shall be deemed to have been given when received by the party to whom it is directed by personal service, hand delivery or U.S. mail at the following addresses: TO: COUNTY County of Eagle State of Colorado James R. Fritze, County Manager Eagle County Building 500 Broadway P.O. Box 85 Eagle, Colorado 81631 Phone: (303) 328 -8605 Page 6 TO: CONTRACTOR Beverly Francy, President Acquisition Sciences, Ltd. 21613 North 2nd Avenue, Suite 100 Phoenix, Arizona 85027 Phone: (602) 263 -9309 10. CONTRACTOR shall use his own vehicles and the COUNTY is not responsible for the payment of any premiums, deductible or assessments on any insurance policies purchased by CONTRACTOR. 11. The CONTRACTOR must provide the COUNTY with a Federal Tax Identification Number or Social Security Number (Tax ID # 86- 0671742) and his form of Business (Circle One), Individual, Partnership, Proprietorship or Corporation 12. The laws of the State of Colorado shall be applied in interpreting and construing this Agreement. 13. The illegality or invalidity of any provision or portion of this Agreement shall not affect the validity of any remaining provision. 14. As used herein the CONTRACTOR shall include the plural as well as the singular, and the feminine as well as the masculine. 15. This Agreement, and the attachments thereto, shall constitute the entire understanding between the parties, and no modification shall be binding unless in writing and signed by the parties. IN WITNESS WEEREOF, the CONTRACTOR has signed and the COUNTY has caused its name to be signed hereon on the date first above written. Page 7 e feu Acquisition Sciences, Ltd. By: 4'..4 Q - ? Beverly J. Igaify, SRAZ President Eagle, State of Colorado Chairman of the 13oard -6f CoyliH Commissioner f � 1 IM Page 8