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HomeMy WebLinkAboutC01-248 RRC Associates - inclusionary housing and employment/housing consultanta AGREEMENT THIS AG EMENT, is made and entered into this " day ofQp.,� , 2001, effective Gl Zit O by and between EAGLE COUNTY, STATE OF COLORADO, acting by and through its Board of County Commissioners, located at 500 Broadway, Eagle, Colorado, hereinafter referred to as "County, and RRC ASSOCIATES, a company licensed to conduct business in the State of Colorado, with offices located at 4940 Pearl East Circle, Boulder, Colorado, hereinafter referred to as "Consultant ". RECITALS: WHEREAS, the Eagle County Board of County Commissioners in July, 1998 adopted the Eagle County Comprehensive Housing Plan; and WHEREAS, the Eagle County Comprehensive Housing Plan included several recommendations addressing the ever - increasing need for affordable housing; and WHEREAS, in May, 2001, the Eagle County Board of County Commissioners assigned affordable housing as a County priority and directed County staff to investigate the potential for promulgating Inclusionary Housing and Employment/Housing Linkage rules within the Eagle County Land Use Regulations; and WHEREAS, the County's Community Development and Housing Departments desires housing research and consultation services for the proposed inclusionary housing and employment/housing linkage initiative; and WHEREAS, the Consultant has expertise in such areas; and WHEREAS, the County desires to retain the Consultant to provide such services. NOW, THEREFORE, in consideration of the premises and the mutual covenant and agreements set forth herein, the parties agree as follows: 1. FORM OF AGREEMENT This Agreement shall consist of the terms and conditions stated in the following numbered 1 articles. No other documentation related to this Agreement or generated as a result of this Agreement shall form a part of this Agreement unless expressly referenced and incorporated herein. 2. COUNTY REPRESENTATIVE The Director of Eagle County Community Development, KeithMontag is the official County Representative and directs all services under this Agreement. Communications between the County and the other party to this Agreement shall be directed through the Director or his designee. 3. DEFINTTIONS Inclusionary Housing: requirement that residential developers to provide a variety ofhousing including affordable housing, or a financial set - aside, in proportion to the size of the new market rate development. Employment /Housing Linkage: a program requiring residential, commercial, industrial, or resort developers to provide for the housing needs of the additional employees made necessary by their development. 4. SERVICES TO BE PERFORMED The Consultant shall provide to the County those professional services as described in Exhibit "A" and incorporated herein by reference. The Consultant projects the time necessary to complete the aforementioned items is outlined in Exhibit "A" 5. PAYMENT The County shall pay the Consultant for all professional services and reasonable reimbursable expenses performed in accordance with the provisions of services as described above for an amount not to exceed Thirty Thousand Dollars ($30,000.00). Professional services shall be invoiced at the rates stated in Exhibit `B" and incorporated herein by reference. In addition, reasonable reimbursable expenses are defined in Exhibit `B ". The Consultant shall invoice the County monthly during this assignment for charges incurred. Invoices shall be due and payable within thirty (30) days of receipt. Invoices not paid after thirty 2 CII C (3 0) days shall incur a finance charge of one and one half percent (1 %2 %) per month. 6. TERM/TERMINATION The term of this Agreement shall commence on August 29, 2001 and shall terminate on December 31, 2001. This Agreement may be terminated by either party without cause upon thirty (30) days written notice, and such termination shall in no way prejudice the payments due the Consultant for services rendered, nor the County's right to services prior to the end of the period of notice. If the Consultant's services are terminated, postponed or revised, it shall be paid only for that portion of the work satisfactorily completed at the time of such action. 7. ASSIGNMENT OR SUBCONTRACTING The Consultant and the County agree not to assign, pledge, transfer, or subcontract their duties and rights in this Agreement, in whole or in part without first obtaining the written consent of the other party, the County Representative or the representative of the Consultant. Any attempt by the Consultant or the County to assign, transfer, or subcontract their rights hereunder without such prior written consent of the County Representative or the representative of the Consultant, as the case may be, shall at the option of the non - defaulting party automatically terminate this Agreement and all rights of the defaulting party. Such consent may be granted or denied at the sole and absolute discretion of the representative of the Consultant if the County is seeking consent or by the County if the Consultant is seeking such consent. Prior to designating an outside professional consultant to perform any of these services, the Consultant shall submit the name, together with a resume of training and experience in work of like character of the project being contemplated, to the County Representative and receive written approval therefrom. 8. STATUS OF CONTRACTOR It is understood and agreed by and between the parties that the status of the Consultant shall be that of an independent contractor and it is not intended, nor shall its be construed, that the Consultant or its officers, directors, agents, subcontractors or employees under the contract are 3 employees or officers of the County. THE CONTRACTOR UNDERSTANDS THAT IT AND ITS EMPLOYEES ARE NOT ENTITLED TO WORKERS' COMPENSATION OR FRINGE BENEFITS FROM THE COUNTY AND THAT IT IS OBLIGATED TO PAY FEDERAL, STATE, AND LOCAL TAXES ON ANY MONIES RECEIVED PURSUANT TO THIS AGREEMENT. 9. VENUE, GOVERNING LAW This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado without regard to the choice of law thereof. Venue for any legal action shall be in a court of competent jurisdiction with the State of Colorado. 10. LIABILITY The Consultant agrees to be responsible for any and all negligent or wrongful acts or omissions of its officers, employees and agents arising out of this Agreement. The parties acknowledge that the County is covered under the Colorado Governmental Immunity Act, C.R.S. §24 -10 -101 et seq. The parties hereto understand and agree that the County is relying upon, and has not waived, the monetary limitations ($150,000 per person, $600,000 per occurrence) and all other rights, immunities and protection provided by the Colorado Governmental Immunity Act. 11. EXECUTIONS OF AGREEMENT This Agreement is expressly subject to, and shall not be or become effective or binding on any party hereto until it has been fully executed by all parties hereto. 12. BINDING EFFECT This Agreement shall be binding on all parties, their successors and assigns. 13. NOTICES Notices concerning termination of this Agreement, notice of alleged or actual violation of the terms or provisions of this Agreement, and other notices shall be provided to the parties at the following addresses. 4 C If to the County: Eagle County Government County Attorney's Office 500 Broadway P.O.Box 850 Eagle, CO 81631 If to the Consultant: RCC Associates C. Christian Cares, Principal 4940 East Pearl Circle Boulder, CO 80301 L Said notices shall be delivered by pre -paid U.S. Mail and shall be deemed effective three (3) days after deposit with the U.S. Postal Service. The parties may from time to time designate substitute addresses or persons where and to whom such notices are to be mailed or delivered but such substitutions shall be effective until actual receipt of written notification. 14. COUNTERPARTS OF AGREEMENT This Agreement shall be executed in two (2) counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and same instrument. 15. ENTIRE AGREEMENVAMENDMENT This Agreement reflects the entire Agreement of the parties with respect to the subject mater hereof and supersedes all prior oral or written statements, understandings or correspondence, if any, respect thereto. This Agreement may be amended only by one or more Amendatory Agreements executed in the same manner as this Agreement. 16. INSURANCE To assure the County that the Consultant is always capable of fulfilling potential liability obligations, the Consultant is required to purchase and maintain insurance of the kind, and in the minimum amount specified below. However, the insurance requirements below shall not be deemed 5 to limit or define the obligations of the Consultant. Consultant is responsible for payment of any deductibles. The County reserves. the right to require a certified copy of the policy(ies) for review in addition to the standard Certification of Insurance. The Consultant shall, prior to commencing work under this Agreement, obtain the following minimum insurance. A. Worker's Compensation and Employer's Liability Insurance: If services are performed with the State of Colorado, the Consultant shall carry Worker's Compensation and employer's liability insurance to cover liability under the laws of the State of Colorado in connection with work performed pursuant to this Agreement with a waiver of subrogation in favor of the County, its elected officials, administrators and employees. B. Automobile Insurance: If motor vehicles are required in the performance of services by the Consultant under this Agreement, the Consultant shall carry automobile liability insurance with Symbol 1, to include owned, non -owned and hired vehicles, and limits of liability no less that $1,000,000 per occurrence with coverage at least as broad as Insurance Services Office Standard Form CA0001 12/93. The County, its elected officials, administrators and employees shall be added to the policy as additional insureds with a waiver of subrogation on their behalf. C. Commercial General Liability Insurance: The Consultant shall carry comprehensive general liability insurance which shall include blanket contractual liability, with coverage at least as broad as Insurance Services Office Standard Form CG000101 /96. Such insurance shall be no less than $1,000,0000 per occurrence and $2,000,000 in the aggregate. Defense costs coverage for additional insured must be included and outside the limits of insurance. The County, its elected officials, administrators and employees shall be additional insured as respects this Agreement, with a waiver of subrogation in favor of such insureds. D. Subcontractors: The Consultant shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. E. Certificates of Insurance: Any policies written on a claims -made basis must remain in force for at least five (5) years after the accepted completion date of the Services to be Performed through the purchase of an extended reporting period. Certificates of insurance or equivalent evidencing the above and identified on their face as to the contract name and date of execution, shall be submitted to the appropriate County department director within fifteen (15) days after signing this 0 Agreement. In order to be acceptable to the County, the insurance companies must be rated at least A VIII by A. M. Best Company, unless the County agrees to an exception. The certificates of insurance must bear the following wording in lieu of the standard wording: "Should any of the above described policies be canceled before the expiration date thereof, the issuing company shall mail within forty-five (45) days a written notice by certified mail to the appropriate Eagle County department." 17. INDEMNIFICATION The Consultant shall defend, indemnify, and hold harmless the County, and its elected officials, administrators, employees and agents from and against any and all claims, demands, causes of actions, proceedings, damages, losses and expenses resulting from the negligent or willful acts or omissions by the Consultant, including the Consultant's officer's, principals, employees and agents. The Consultant need not indemnify or hold the County harmless for damages or claims by the sole negligence of the County or the County's elected officials, administrators or employees. 17. SEVERABILITY In the event that any foregoing article, sub - article, term or provision is deemed illegal by adjudication, or in conflict with any law of the State of Colorado, the validity of the remaining articles of this Agreement shall remain in effect and enforceable as if this Agreement did not contain the invalid article, sub - article, term or provision. THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK 7 III-, • OlIq SEP -10 -01 11:32AM FROM -RRC ASS SATES 3034496587 T -330 P.02 F -971 IN WITNESS WHEREOF, the panics have caused.This Ageement robe executed as of the day and year first above written. EAGLE COUNTY, COLORADO, by and through its BOARD OF COUNTY COMMISSIONERS c;—Th alega7�Comrra0j6=C cam dev, mclus =Swpa RRC A.SSOC TES By. . tiau Cares Praneipal 8