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HomeMy WebLinkAboutC06-232 AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND VENTURONI SURVEYS & RESEARCH, Inc. THIS AGREEMENT is made this 17th day of July, 2006, by and between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ("County"), and Venturoni Surveys & Research, Inc. ("Contractor"). Whereas, County, through its Department of Health and Human Services ("HHS"), works to promote the health, safety and welfare of County residents of all ages; and Whereas, among the services County provides in order to promote such health, safety and welfare services are surveys to determine community interests and concerns, and Whereas, the use of outside providers of such services enhances the ability of the County to promote such health, safety and welfare; and Whereas, Contractor is a provider of such services and wishes to contract with County to provide such services to County residents in need thereof. Now, therefore, in consideration of the foregoing premises and the following promises, County and Contractor enter into this Agreement. I: SCOPE Contractor shall conduct a telephone survey of 400 Eagle County residents to determine their level of support for an Early Childhood Initiative. Specifically, this short telephone survey will: y Explain the concepts and goals ofthe Early Childhood Initiative. y Determine support for the concept of county supported early childhood services through the addition of a property tax. y Obtain demographics to be used for a cross tabulation of results including: voter, likelihood to vote in the next election, geographic location, age, gender, ownership of residence, length of residency, household income, household composition, and education level. The telephone survey shall be conducted in the month of July, 2006 and the results of that survey shall be provided to the County no later than July 20, 2006. II: TERM This Agreement shall commence on July 7,2006 and shall terminate on July 31,2006. 1 III: COMPENSATION A. County will compensate Contractor for perfonnance of the scope of this agreement in the amount of$ 9,000. One half of the amount of this compensation, $4500, shall be payable upon signing of this agreement. One half of the amount of this compensation, $ 4500, shall be payable upon the delivery of the survey report. B. If, prior to payment of compensation or reimbursement for services but after submission to County of a request therefor by Contractor, County reasonably determines that payment as requested would be improper because the services were not performed as prescribed by the provisions ofthis Agreement, the County shall have no obligation to make such payment. If, at any time after or during the Term or after termination of this Agreement as hereinafter provided or expiration of this Agreement, County reasonably determines that any payment theretofore paid by County to Contractor was improper because the services for which payment was made were not performed as prescribed by the provisions of this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment to County. Upon termination of this Agreement as hereinafter provided or expiration of the Term, any unexpended funds advanced by County to Contractor shall forthwith be returned to County. IV. TERMINATION County may terminate this Agreement at any time and for any reason or no reason upon written notice to Contractor specifying the date of termination, which date shall be not less than ten (10) days from the date of the notice. In the event Contractor files for bankruptcy or is declared bankrupt or dissolves, County may declare in writing that this Agreement is terminated, and all rights of Contractor and obligations of County, except for payment of accrued but unpaid fees and expenses, shall terminate immediately. V. CONTRACTOR'S DUTIES A. All funds received by Contractor under this Agreement shall be or have been expended solely for the purpose for which granted, and any funds not so expended, including funds lost or diverted for other purposes, shall be returned to County. B. In rendering its services hereunder, Contractor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision of its employees to ensure the maintenance of these high standards of customer service and professionalism, the performance of such obligation to be determined at the sole discretion of County. In the event that County finds these standards of customer service are not being met by Contractor, County may terminate this Agreement, in whole or in part, upon ten (10) days notice to the Contractor. C. Contractor shall comply with the requirements of the Civil Rights Act of 1964 and Section 504, Rehabilitation Act of 1973, concerning discrimination on the basis of race, color, sex, age, religion, political beliefs, national origin, or handicap. 2 D. Contractor shall assure that the service described herein is provided to the County at a cost not greater than that charged to other persons in the same community. VI. NOTICE Any notice required under this Agreement shall be given in writing by registered or certified mail; return receipt requested which shall be addressed as follows: COUNTY: CONTRACTOR: Eagle County Health & Human Services Venturoni Surveys & Research, Inc. P. O. Box 660 (mailing address) 422 Idlewild Drive (551 Broadway - physical location) Dillon, CO 80435 Eagle, CO 81631 Notice shall be deemed given three (3) days after the date of deposit in a regular depository of the United States Postal Service. VII. ASSIGNMENT Contractor shall not assign any of its rights or duties under this Agreement to a third party without the prior written consent of County. County shall tenninate this Agreement in the event of any assignment without its prior written consent of County. VIII. MODIFICATION Any revision, amendment or modification of this Agreement shall be valid only if in writing and signed by all parties. IX. MISCELLANEOUS A. The relationship of Contractor to County is that of independent contractor. No agent, employee or volunteer of Contractor shall be deemed to be an agent, employee or volunteer of County. B. In the event of litigation in connection with this Agreement, the prevailing party shall be entitled to recover all reasonable costs incurred, including attorney fees, costs, staff time and other claim related expense. C. Invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. D. Contractor shall indemnify and hold harmless County, its Board of Commissioners, and the individual members thereof, its agencies, departments, officers, agents, employees, servants and its successors from any and all demands, losses, liabilities, claims or 3 judgments, together with all costs and expenses, including but not limited to attorney fees, incident thereto which may accrue against, be charged to or be recoverable from County, its Board of Commissioners, and the individual members thereof, its agencies, departments, officers, agents, employees, servants and its successors, as a result of the acts or omissions of Contractor, its employees or agents, in or in part pursuant to this Agreement or arising directly or indirectly out of Contractor's exercise of its privileges or performance of its obligations under this Agreement. E. Contractor shall comply at all times and in all respects with all applicable federal, state and local laws, resolutions, and codes. F. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after, December 31 st of the calendar year of the Term of this Agreement, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et.seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). G. This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and venue for any suit, right or cause of action arising under, or in connection with this Agreement shall be exclusive in Eagle County, Colorado. H.. This Agreement supersedes all previous communications, negotiations and/or agreements between the respective parties hereto, either verbal or written, and the same not expressly contained herein are hereby withdrawn and annulled. This is an integrated agreement and there are no representations about any of the subject matter hereof except as expressly set forth in this Agreement. L This Agreement does not, and shall not be deemed or construed to, confer upon or grant to any third party or parties any right to claim damages or to bring any suit, action or other proceeding against either Contractor or County because of any breach hereof or because of any of the terms, covenants, agreements and conditions herein. J. Contractor certifies that it has read the Agreement, understands each and every term and the requirements set forth herein, and agrees to comply with the same. 4 In Witness Whereof, County and Contractor have executed this Agreement in triplicate on the date set forth above. Two counterparts have been delivered to County and one to Contractor. Commissioners AT~ CONTRACTOR: Venturoni Surveys & Research, Inc. By: In Witness Whereof, County and Contractor have executed this Agreement in triplicate on the date set forth above. Two counterparts have been delivered to County and one to Co 5