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HomeMy WebLinkAboutC05-097 Stifel Nicolaus - Hanifen Imhoff ~s - oq.:f.. =10 AGREEMENT REGARDING PROVISION OF FINANCIAL SERVICES FOR THE EAGLE COUNTY REGIONAL TRANSPORTATON AUTHORITY This Agreement Regarding Provision of Financial Services for Eagle County Regional Transportation Authority ("Agreement") dated this day of March, 2005, is between the Eagle County Regional Transportation Authority, by and through its Board of Directors (hereinafter "County"), and Stifel Nicolaus/Hanifen Imhoffwith a business address of 1125 17th Street, Suite 1600, Denver, Colorado 80202 (hereinafter "Financial Advisor"). Agreement 1. Scope of the Services: The Scope of Services are to assist the Eagle County Regional Transportation Authority and Staff in providing ongoing financial advisory services for all capital and operational related needs ofECO Transit and ECO Trails. One major portion of this Agreement is to update financial models. The Financial Advisor's Services consists of those services performed by the Financial Advisor, Financial Advisor's employees and Financial Advisor's sub-consultants. The Financial Advisor shall provide the Services as required by the County. The parties hereto recognize that the scope of the Services may be changed. County may, without invalidating this Agreement, order additions, deletions, or revisions in the Services. Those Services identified as "Additional Services" may be procured by the County upon written notice to Financial Advisor subject to the terms and conditions of this Agreement and any amendments as required hereunder. Such additional services shall be compensated in the amount set forth in "Compensation and Payment." 2. Financial Advisor's Professional Level of Care: Financial Advisor 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 by Financial Advisor's sub- consultants, and shall correct, at his sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved Financial Advisor's Services shall not relieve Financial Advisor of any of his responsibilities. Financial Advisor 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 Financial Advisors with respect to similar services. Financial Advisor 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: Financial Advisor shall commence the Services no later than five (5) business days after the date of this Agreement. Financial Advisor shall complete the Services in conformity with the completion dates set forth by the County in its sole discretion. The length of this contract shall be for two (2) years with two (2) one (I)-year options initiated by both parties. This Agreement may be terminated by either party for any reason at any time, with or without cause, and without penalty whatsoever therefore, on at least seven (7) days prior written notice to that effect to the other party. Notwithstanding the foregoing, if Financial Advisor defaults or neglects to carry out the Services in accordance with this Agreement, the County may terminate this Agreement immediately. Upon any termination, the County shall be liable only for Services satisfactorily completed prior to the notice. At its sole option, the County may require that the Financial Advisor complete particular portions of the Services consistent with the Financial Advisor's standard fees. Upon termination, the Financial Advisor shall deliver to County all data and other documents entirely or partially completed, together with all material supplied to the Financial Advisor by the County. Payment will be due within thirty (30) days after Financial Advisor has delivered the last of the partially or wholly 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 Financial Advisor for its time and expenses actually and directly spent on or incurred in performing the Services, provide that the total payment for each service item shall not exceed a total of$110.00 per hour. Fractional hours will be billed at the nearest one-quarter hour. For the purposes of this Agreement, the term "expenses" shall include only actual out-of-pocket expenses reasonably incurred by Financial Advisor in connection with the Services. The parties recognize that the County is a governmental entity and that all financial obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. Payment shall be made in accordance with the following: a. Financial Advisor shall submit to the County progress invoices for payment not more than once a month regarding one or more of the tasks identified in the Services. Such invoices shall describe the Services performed and shall segregate the charges for work done by task separating ECO Transit and ECO Trails, including the percentage of completion Financial Advisor contends was accomplished during the month. Upon request, the Financial Advisor shall provide the County with such other supporting information as the County may request. County shall review and pay proper and documented invoices based on the percentage of work accomplished during the month. b. Financial Advisor shall maintain comprehensive, complete and accurate records and accounts of his performance relating to this Agreement for a period ofthree (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. 5. 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 2 Type of Insurance Coverage Limits Professional Liability $1,000,000 minimum Workers' Compensation Statutory limits All insurance required hereby shall be issued by an insurance company or companies authorized to do business in the State of Colorado. Financial Advisor shall deliver certificates of required insurance to the County within fifteen (15) calendar days of execution of this Agreement by the Board. 11. Indemnification: Financial Advisor 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 Financial Advisor 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 Financial Advisor. 12. Notices: Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, facsimile or mail to the other party at the following addresses: Financial Stifel Nicolaus/Hanifen Imhoff Advisor: Attn: Vicki Mattox 1125 1 ih Street, Suite 1600 Denver, Colorado 80202 tel. 303-291-5230 tel. 303-525-9989 fax. 303-291-5323 County: Eagle County Regional Transportation Authority Attn: Harry N. Taylor, Director P.O. Box 1070 3289 Cooley Mesa Road Gypsum, Colorado 81637 tel. 970-328-3521 fax.970-328-3539 With a copy to: Eagle County Attorney's Office P.O. Box 850 500 Broadway Eagle, Colorado 81631 tel. 970-328-8685 fax. 970-328-8699 4 employment relationship. Financial Advisor shall be, and shall perform as, an independent contractor. No agent, subconsultant, subcontractor, employee, or servant of Financial Advisor shall be, or shall be deemed to be, the employee, agent or servant of County. Financial Advisor shall be solely and entirely responsible for its acts and for the acts of Financial Advisor's agents, employees, servants and subcontractors during the performance of this Agreement. 6. Personnel: Financial Advisor understands and hereby acknowledges that County is relying primarily upon the Financial Advisor's expertise and professional abilities. Vicki Mattox shall be designated as Project Manager and shall communicate directly with the Eagle County Regional Transportation Authority on this project. This Agreement is conditioned upon the continuing direct involvement in the Services of Vicki Mattox. Financial Advisor may not subcontract or delegate any part of the Services or substitute subcontractors without County's written consent, which consent County may exercise in its sole discretion. In the event this individual is unable to remain involved in the Services, Financial Advisor shall immediately notify County and County shall have the option to terminate this Agreement immediately. 7. Ownership of Documents: All documents (including electronic files) which are obtained during or prepared, partially or wholly, in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Financial Advisor or upon earlier termination of this Agreement. 8. 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 Financial Advisor. Therefore, Financial Advisor 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 enfon:eable 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. 9. Conflicting Employment: The Financial Advisor agrees that Financial Advisor will not enter into any employment arrangements with third parties that will conflict in any manner with the Services herein. 10. Insurance: At all times during the term of this Agreement, Financial Advisor shall maintain the following insurance: 3 STIFEL NICOLAUS/HANIFEN IMHOFF Pl r I ~. f\ % h \ By: 'J ' , \" \ .' \ I \ J ~'J\J\ (\\~~~ \ ~' v . .,' ~. ,,~~,),j I~"-' ~. Vicki Mattox, Senior Vice President STATE OF COLORADO ) ) ss: County ) On this day of March, 2005, came before me, a notary public, Vicki Mattox, known to me to be an officer ofStifel Nicolaus/Hanifen Imhoffwho acknowledged to me that she executed the foregoing document, that she executed it in that capacity, and that the same was the act of the corporation. My commission expires: 6 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 ofthe U.S. Postal Service. 13. Miscellaneous: Financial Advisor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, ancestry, physical handicap, age, political affiliation or family responsibility. The making, execution and delivery of this Agreement by the parties hereto have 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. 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 Judicial District for the State of Colorado. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day 'ind year first above written. EAGLE COUNTY REGIONAL TRANSPORT ATON AUTHORITY, By and Through Its ATTEST: BOARD OF DIRECTORS 5