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HomeMy WebLinkAboutC03-345 Northwest Colorado Council of Governments C.o3-3qs"'5/ AGREEMENT REGARDING PROVISION OF CONSULTING SERVICES FOR EAGLE COUNTY This Agreement Regarding Provision of Consulting Services for Eagle County ("Agreement") dated this 27th day of October, 2003, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ("County"), and Northwest Colorado Council of Governments, ("NWCCOGn). Recitals A. County wants to develop its master plan. The County desires, in connection therewith, consulting services from NWCCOG for the use of Community Viz and other GIS software for the purposes of creating and analyzing alternative future land use frameworks for the Eagle County Master Plan Update. The County also desires the development of presentation quality products including a preferred alternative future land use framework for the Eagle County Master Plan Update. B. NWCCOG has given the County a proposal for performing the Services (defined below) and represented that it has the expertise and personnel necessary to properly and timely perform the Services. C. NWCCOG and County intend by this Agreement to set forth the scope of the responsibilities ofNWCCOG in connection with the Services and related terms and conditions to govern the relationship between NWCCOG and County in connection with the Services. Agreement Therefore, based upon the representations by NWCCOG set forth in the foregoing recitals, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Scope of the Services: NWCCOG agrees to provide consulting assistance to the County as described in Exhibit' A' attached hereto and incorporated herein by this reference. The parties hereto recognize that the scope of the Services may change. When NWCCOG believes that the scope of the Services has been changed, or by reason of a decision of the County it will be required to redo properly completed Services, NWCCOG shall immediately advise the County of such belief and shall also provide a statement of the maximum additional charges for such services. NWCCOG shall not be entitled to be paid for any such additional services unless and until County agrees in writing that the scope of the Services has changed and accepts the statement of the maximum additional charges. 1 2. NWCCOG's Professional Level of Care: NWCCOG shall be responsible for the completeness and accuracy of the Services, including all supporting data and other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved NWCCOG's Services shall not relieve NWCCOG of any of its responsibilities. NWCCOG shall perform the Services in a skillful, professional and competent manner and in accordance with the highest standards of care, skill and diligence applicable to NWCCOG with respect to similar services. NWCCOG shall not be responsible for the content or accuracy of any reports or studies provided by the County or its representatives. 3. Time of Performance and Termination: a NWCCOG shall commence the Services not later than within five (5) business days after the date of this Agreement. NWCCOG shall complete the Services by June 1, 2004. b. County may terminate this Agreement, in whole or in part, for its convenience upon providing notice to the NWCCOG. Upon such a termination, the County shall be liable only for Services satisfactorily completed prior to the notice and for unavoidable expenses directly incurred for performance of those parts of the Services which have not been satisfactorily completed. At its sole option, the County may require that NWCCOG complete particular portions of the Services on a time and reimbursable expenses basis consistent with paragraph 4 hereof. Upon termination NWCCOG shall deliver to County all data and other documents entirely or partially completed, together with all material supplied to NWCCOG by the County. Payment will be due within thirty (30) days after NWCCOG has delivered the last of the partially completed documents, together with any records that may be required to determine the amount due. 4. Compensation and Payment: In consideration of its performance of the Services, County shall pay NWCCOG for its time and reimbursable expenses, provided the total fees and expenses for the Services shall not exceed $36,800.00 ($22,500 ifNEP A funds are not committed). Time will be paid in accordance with the Rate Schedule included in Exhibit "A", attached hereto and incorporated herein by this reference. This represents approximately 400 hours of work by NWCCOG and approximately $1000 in expenses in connection with the master plan updating process. Payment shall be made in accordance with the following: a. NWCCOG shall submit to the County progress invoices regarding one or more of the tasks identified in "Scope of Services". Such invoices shall describe the Services performed and reimbursable expenses incurred. Upon request, NWCCOG shall provide the County with such other supporting information as the County may request. b. NWCCOG shall maintain comprehensive, complete and accurate records and accounts of its performance relating to this Agreement for a period of three (3) years following fmal payment hereunder, which period shall be extended at County's reasonable 2 request. County shall have the right within such period to inspect such books, records and documents upon demand, with reasonable notice and at a reasonable time, for the purpose of determining, in accordance with acceptable accounting and auditing standards, compliance with the requirements of this Agreement and the law. c. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to County nor shall any payment be made to NWCCOG for any Services done after December 31,2003, without the written approval of the County in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of the Article 25 of Title 30 0 fthe Colorado Revised Statutes and the Local Government Budget Law (C.R.S. ~29-1-101 et seq.). 5. Proiect Management: Jodi Flory, GIS Specialist ofNWCCOG shall be the Project Manager for the Services. The Senior Planner (or designee) shall be the County's Client Representative responsible for this Agreement. All correspondence between the parties hereto regarding this project shall be between and among the project managers. Either party may designate a different project manager by notice in writing. 6. Independent Contractor: It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. NWCCOG shall be, and shall perform as, an independent contractor. No agent, subcontractor, employee, or servant ofNWCCOG shall be, or shall be deemed to be, the employee, agent or servant of County. NWCCOG shall be solely and entirely responsible for its acts and for the acts ofNWCCOG's agents, employees, servants and subcontractors during the performance of this Agreement. 7. Personnel: NWCCOG understands and hereby acknowledges that County is relying primarily upon the expertise and professional abilities ofth~ officers ofNWCCOG. This Agreement is conditioned upon the continuing direct involvement of these officers ofNWCCOG in the Services. NWCCOG may not subcontract or delegate any part of the Services without County's written consent, which consent County may exercise in its sole discretion. In the event the officers ofNWCCOG are unable to remain involved in the Services, NWCCOG shall immediately notify County and County shall have the option to terminate this Agreement. 8. Ownership of Documents: All documents (including electronic files) which are obtained during or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before fmal payment is made to NWCCOG or upon earlier termination of this Agreement. 9. No Assignment: The parties to this Agreement recognize that the services to be provided pursuant to this Agreement are professional in nature and that in entering into this Agreement County is relying upon the professional services and reputation ofNWCCOG. Therefore, NWCCOG may not assign its interest in the Agreement, including the assignment of 3 any rights or delegation of any obligations provided therein, without the prior written consent of County, which consent County may withhold in its sole discretion. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 10. Indemnification: To the extent allowed by law, NWCCOG shall indemnify County for, and hold and defend the County and its officials, boards, officers and employees, harmless from, all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the negligent acts, omissions or representations by NWCCOG in the performance of this Agreement. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claim without regard to the involvement of the NWCCOG. 11. Notices: Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, FAX or mail to the other party at the following addresses: NWCCOG: Northwest Colorado Council of Governments P.O. Box 2308 Silverthorne, CO 80498 tel. 970-468-0895 fax 970-468-1208 County: Community Development Department Eagle County P.O. Box 179 Eagle, CO 81631-0179 tel. 970-328-8749 fax 970-328-7185 Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. 12. Miscellaneous: 4, a. The making, execution and delivery of this Agreement by the parties hereto has not been induced by any prior or contemporaneous representation, statement, warranty or agreement as to any matter other than those herein expressed. This Agreement embodies the entire understanding and agreement of the parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. This Agreement may not be amended, including by any modification of, deletion from or addition to the scope of the Services, except by a written document of equal formality executed by both parties hereto. b. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the 5th District for the State of Colorado. c. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. d. In the event of any litigation or other action or proceeding between the parties hereto arising out of the performance or nonperformance of this Agreement, or enforcement of any rights or remedies hereunder, including any indemnities herein contained, the prevailing party shall be entitled in such litigation, action or proceedings to also recover as part of any judgment, award or other relief, its reasonable attorney's fees and costs incurred. e. This Agreement, with attachments, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written statements, understandings or correspondence, if any, with respect thereto. This Agreement may be amended only by one or more Amendments executed in the same manner as this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ~ A?tk. Michael Galla~e~ ~~~:n .'5 NORTHWEST COLORADO COUNCIL OF GOVERNMENTS 6 EXHIBIT "A" SCOPE OF SERVICES This Scope of Services is agreed to by the County and the NWCCOG, and NWCCOG will perform the following: 1. Provide input into the scope and process of the County Master Plan Update. 2. Provide input into the development of a list of goals/objectives to be addressed in the process. 3. Review summary materials from the first round of Community Meetings held in September and October of2003 to become familiar with the issues and values in Eagle County. 4. Meet with County and/or Community Viz when necessary to discuss the planning process and/or presentation of materials. 5. Provide expertise in the use of Community Viz software for performing the type of analysis necessary to do a master plan update and Future Land Use Framework. 6. Access sources of information necessary to evaluate alternative patterns of development. This information shall be in digital format and useable with Community Viz and other GIS software. If information is not in digital format and both the County and NWCCOG feel it is necessary to complete this agreement, NWCCOG will create the digital data. Information needs may include, but not be limited to, the following items for both the unincorporated and incorporated county areas: a. Wildlife habitat (particularly areas of food supply, cover, production, nesting, roosting, migration and travel for elk, mule deer, bighorn sheep, bald eagles, lynx, sage grouse, etc.) b. Riparian areas c. Floodplain hazard areas d. Wetlands e. Daily water usage rates for various land uses such as residential, commercial, agricultural, golf courses, etc.; f. Legal in-stream flow rights by river segment; g. Recommend and/or optimal in-stream flows by river segment; h. Trends in in-stream flow by river segment; 1. Water quality class by river segment; J. Trends in water quality by river segment; k. Groundwater resources; 1. Existing and potential water storage projects; m. Source, type and amount of air pollution; n. Solar gains from street layouts; o. Vacant lands; A-I p. Public lands; q. Parks and their amenities; r. Standards for park space per resident, second homeowner, tourist; s. Schools and their amenities; t. Location and capacity of public services and infrastructure; u. Public access to public lands and rivers; v. Trails (ECO trail and trails on public lands); w. Existing businesses; x. Arts, cultural and educational facilities; y. Historical and archaeological sites; z. Natural Resources; aa. Zoning; bb. View corridors; cc. Ridgelines; dd. Cost of services (including at minimum parks, recreation, open space, schools, roads, and affordable housing) ee. Wildfire hazard areas; ff. Slopes; gg. Parcels; hh. Approved but unbuilt housing units (subdivision approval, zoning approval and FLUM approval) 11. Approved but unbuilt commercial square footage (subdivision approval, zoning approval and FLUM approval) jj. Housing values kk. Suitability for affordable housing; ll. Public transportation; mm. I-70 PEIS alternatives and their potential primary and secondary impacts; nn. Daycares; and 00. Solid waste/recycling. 7. Assist in analysis regarding issues identified by the County. 8. Prepare materials for community meetings. 9. Review drafts of all materials produced during the master plan update process. 10. Attend and help present at up to 8 community meetings and/or public hearings in Eagle County. 11. Hold follow-up meetings with Community Viz and the County. A-2 . . The work will be performed on an hourly basis plus expenses. Key personnel and their hourly rates are as follows: · Jodi Flory, GIS Specialist - $90/hour (1/2 the hourly rate for travel) In consideration of the work to be performed pursuant to the Scope of Services, the County agrees to pay NWCCOG on a time and reimbursable cost basis (not to exceed $36,800.00 and contingent on the receipt of the NEP A funds of $20,000) according to the following schedule: · Hourly Billing Rates: See Above · Reimbursable Direct Costs: - Travel (hotel, mileage, meals, etc.) - Federal Express - Postage - Long Distance Telephone Charges - Faxes - Copies A-:3