HomeMy WebLinkAboutC03-346 CommunityViz – Orton Family Foundation
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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 CommunityViz, a program of the Orton Family Foundation ("Consultant").
Recitals
A. County wants to utilize the consultant's software, CommunityViz, to develop the
County's master plan. The County desires, in connection therewith, consulting services for the
training of the Eagle County and Northwest Colorado Council of Government staff in the use of
the consultant's software, CommunityViz. The County also desires consulting services for the
scoping and technical assistance of a master planning process utilizing the consultant's software,
CommunityViz.
B. Consultant is a non-profit authorized to do business in the State of Colorado.
C. Consultant 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.
D. Consultant and County intend by this Agreement to set forth the scope of the
responsibilities of the Consultant in connection with the Services and related terms and
conditions to govern the relationship between Consultant and County in connection with the
Services.
Agreement
Therefore, based upon the representations by Consultant 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: Consultant agrees to provide technical 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 the Consultant
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, the Consultant shall immediately advise
the County of such belief and shall also provide a statement of the maximum additional charges
for such services. Consultant shall not be entitled to be paid for any such additional services
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unless and until County agrees in writing that the scope of the Services has changed and accepts
the statement of the maximum additional charges.
2. Consultant's Professional Level of Care: Consultant 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
Consultant's Services shall not relieve Consultant of any of its responsibilities. Consultant 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 consultants with respect to similar
services. Consultant 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. Consultant shall commence the Services not later than within five (5)
business days after the date of this Agreement. Consultant 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 Consultant. 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 the Consultant complete
particular portions of the Services on a time and reimbursable expenses basis consistent with
paragraph 4 hereof. Upon termination the Consultant shall deliver to County all data and other
documents entirely or partially completed, together with all material supplied to the Consultant
by the County. Payment will be due within thirty (30) days after the Consultant has delivered the
last of the partially completed documents, together with any records that may be required to
determine the amount due.
4. ComDensation and Payment: In consideration of its performance of the Services,
County shall pay Consultant for its time and reimbursable expenses, provided the total fees and
expenses for the Services shall not exceed $5,700.00. 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 54 hours of work by CommunityViz and approximately $300 in
expenses in connection with the master plan updating process. Payment shall be made in
accordance with the following:
a. Consultant shall submit to the County monthly progress invoices,
regarding one or more of the tasks identified in "Scope of Services". The Consultant invoice
terms, are net 30 days. Such invoices shall describe the Services performed and reimbursable
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expenses incurred. Upon request, the Consultant shall provide the County with such other
supporting information as the County may request.
b. Consultant shall maintain comprehensive, complete and accurate records
and accounts of its performance relating to this Agreement for a period of three (3) years
following final payment hereunder, which period shall be extended at County's reasonable
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 Consultant 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 f the Colorado Revised Statutes and the Local Government Budget Law
(C.R.S. ~29-1-101 et seq.).
5. Proiect Manae:ement: Steve Mullen, Senior Associate of Consultant 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. .lndeoendent 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. Consultant shall be, and shall perform as, an
independent contractor. No agent, subcontractor, employee, or servant of Consultant shall be, or
shall be deemed to be, the employee, agent or servant of County. Consultant shall be solely and
entirely responsible for its acts and for the acts of Consultant's agents, employees, servants and
subcontractors during the performance of this Agreement.
7. Personnel: Consultant understands and hereby acknowledges that County is
relying primarily upon the expertise and professional abilities of the officers of Consultant. This
Agreement is conditioned upon the continuing direct involvement of these officers of Consultant
in the Services. Consultant 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 of Consultant are unable to remain involved in the Services, Consultant 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
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County and are to be delivered to County before final payment is made to Consultant 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 of Consultant.
Therefore, Consultant may not assign its interest in the Agreement, including the assignment of
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. Insurance: At all times during the term of this Agreement, Consultant shall
maintain the following insurance:
T e of Insurance
ofessional Liability
orkers' Compensation
Coverae:e Limits
1,000,000 minimum
Statutory limits
All insurance required hereby shall be issued by an insurance company or companies authorized
to do business in the State of Colorado. Consultant shall deliver certificates of required
insurance to the County within fifteen (15) calendar days of execution of this Agreement by the
Board.
Before permitting any subcontractor approved by County to perform any Services under this
Agreement, Consultant shall either (1) require each of his subcontractors to procure and
maintain, during the life of his subcontracts, insurance which meets the requirements for the
Consultant herein, or (2) provide for insurance of the subcontractor in Consultant's own policies
in the amounts required hereinabove.
11. Indemnification: Consultant 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
Consultant 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 Consultant.
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12. 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:
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Consultant:
CommunityViz
1035 Pearl Street, 5th Floor
Boulder, CO 80302
tel. 303-442-8800
fax 303-449-2487
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, frrst class postage prepaid, in an official depositary of the U.S. Postal Service.
13. Miscellaneous:
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.
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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 ~ame 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:
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Michael Gallagher, Chairman
COMMUNITY VIZ
BY.~
I Dou Walker, Managing Director
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EXHIBIT "A"
SCOPE OF SERVICES
This Scope of Services is agreed to by the County and the Consultant, and the Consultant 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 of 2003 to become familiar with the issues and values in Eagle
County.
4. Meet with NWCCOG and/or the County 3 times to discuss the planning process and/or
presentation of materials.
5. Provide technical expertise in the use of CommunityViz software for performing the type
of analysis necessary to do a master plan update and Future Land Use Framework.
6. Guide Northwest Colorado Council of Governments and the County to sources of
information necessary to evaluate alternative patterns of development. County to provide
data and information needs to Northwest Colorado Council of Governments. Consultant
to provide guidance to Northwest Colorado Council of Governments as needed or as the
budget permits, that 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;
i. 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;
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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)
ii. Approved but unbuilt commercial square footage (subdivision approval,
zoning approval and FLUM approval)
jj. Housing values
kk. Suitability for affordable housing;
11. Public transportation;
mm. 1-70 PElS 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. Review drafts of all materials produced during the master plan update process.
9. Hold follow-up meetings with NWCCOG and the County.
Identify other opportunities for Eagle County to use CommunityViz software in the future.
The work will be performed on an hourly basis plus expenses. Key personnel and their hourly
rates are as follows:
· Steve Mullen, Project Manager - $loo/hour (1/2 the hourly rate for travel)
In consideration of the work to be performed pursuant to the Scope of Services, the
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County agrees to pay Consultant on a time and reimbursable cost basis (not to exceed $5,700.00)
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
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