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HomeMy WebLinkAboutC07-207 Research and PollingPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this day of May, 2007, by and between the Board of County Commissioners, Eagle County, Colorado, hereinafter referred to as, "County", and RESEARCH & POLLING, INC, a New Mexico Corporation, with offices at 5140 San Francisco Road., NE, Albuquerque, NM 87109-4640, hereinafter referred to as "Consultant." RECITALS: WHEREAS, County may desire to measure voter support, through research and a public survey poll, for a general obligation bond that would be used to fund expansion of the Eagle County Justice Center as more fully described in Exhibit "A," (hereinafter "Consulting Services"). WHEREAS, the Consultant is a provider of professional opinion polling services and is willing to provide such Consulting Services. WHEREAS, in the event County decides to measure voter support through a public survey poll, County wishes to hire Consultant to perform the tasks associated with such Consulting Services; and WHEREAS, County and Consultant intend by this Agreement to set forth the scope of the responsibilities of the Consultant in connection with the Consulting Services and related terms and conditions to govern the relationship between Consultant and County in connection with the Consulting Services. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties agree as follows: I. FORM OF AGREEMENT This Agreement shall consist of the terms and conditions stated in the following numbered paragraphs. No other documentation related to this Agreement or generated as a result of this Agreement shall form a part of this Agreement unless it is expressly referenced and incorporated herein. II. SERVICES TO BE PERFORMED The Consultant agrees to. provide the Consulting Services to Eagle County in order to gauge voter support for a general obligation bond that would be used to fund the expansion of the Eagle County Justice Center, as set forth more fully in Exhibit "A," attached hereto and by this reference made part of the agreement. The Consultant agrees that Consultant will not enter into any consulting arrangements with third parties that will conflict in any manner with the Consulting Services. III. GENERAL CONDITIONS: 1. Consultant shall provide and pay for labor, materials, equipment, tools, utilities, permits, licenses, transportation, and other facilities and services necessary for proper execution and completion of the Consulting Services. 2. Consultant shall be responsible for having taken steps reasonably necessary to ascertain the nature and scope of the services to be performed, and the general and local conditions which can affect the Consulting Services or the cost thereof. Any failure by Consultant to do so will not relieve him from responsibility for successfully performing the services to be performed without additional expense to the County. County assumes no responsibility for any understanding or representations concerning conditions made by any of its officers, employees or agents prior to the execution of this Agreement, unless such understanding or representations are expressly stated in the Agreement. 3. Consultant shall supervise and direct the Consulting Services and shall be solely responsible for coordinating all portions of the Consulting Services. 4. Consultant and County agree that performance under this agreement shall not commence until County provides Consultant with notice of its intent to commence the survey. Once such notice has been provided, performance under the agreement must be initiated within two (2) weeks. Once performance under this agreement has been commenced, all work provided for by the terms of this Agreement must be completed within two (2) months. 5. Consultant recognizes that County may or may not decide to go forward with this Agreement. In the event County decides not to utilize Consultant's services, County shall have no obligations under this Agreement. Furthermore, the County shall have no financial obligations for any work or services or any costs or expenses incurred by Consultant prior to receiving actual notice of the County's intent to commence the survey. IV. SCOPE OF WORK: The parties hereto agree that the scope of the Consulting Services are fully defined and not anticipated to change. If the consultant believes that the services to be performed have changed, the Consultant shall immediately notify County of such belief and shall provide a statement of the maximum additional charges for such additional services. The Consultant shall not be entitled to be paid for any such services unless and until County agrees in writing pursuant to Section VIII hereunder. V. OWNERSHIP OF DOCUMENTS AND DELIVERABLES SCHEDULE: All documents (including electronic files), which are obtained or prepared in the performance of the Consulting Services are and shall remain the property of County. The survey instrument, computer printouts, reports, electronic data, and all documents, shall be delivered to County upon completion of the survey. Such documents shall be delivered to County before final payment or upon the earlier termination of this Agreement. VI. PROJECT MANAGEMENT: Matt Hughes, Senior Research Analyst shall be the Consultant's Project Manager for this assignment. Valerie Hays is designated as County's Project Manager. All correspondence between the parties hereto regarding this project shall be between and among the Project Managers. 2 VII. NOTICES Notice 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 fol lowing addresses: If to County: Eagle County/Facilities Management Attn: Valerie Hays P.O. Box 850 Eagle, Colorado 81631 If to the Consultant: Matt Hughes, Sr. Research Analyst Research & Polling, Inc. 5140 San Francisco Road, NE Albuquerque, NM 87109 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.` VIII. CHANGE ORDERS: After execution of the Agreement, major changes in the Consulting Services may be accomplished by Change Order. 1. A Change Order shall be a written order to the Consultant signed by County to change the Work. County's Project Manager shall be County's authorized representative to sign Change Orders. 2. Consultant shall carry out such written orders promptly. IX. CONSULTANT'S OBLIGATIONS: 1. Consultant shall be responsible for the completeness and accuracy of the Consulting 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 the Consulting Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Consulting Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to consultants, with respect to similar services, in this area at this time. 2. If Consultant fails to correct an error or omission in its performance under this Agreement, the County may direct the Consultant to stop performance under the Agreement until the correction is made. 3. If Consultant defaults or neglects to carry out the Consulting Services in accord with the Agreement and fails within a seven (7) day period after receipt of written notice from County to correct such default or neglect with diligence and promptness, County may, without prejudice to other remedies, correct such deficiencies. In such case, the Agreement may be terminated by County or a Change Order shall be issued deducting the cost of correction from payments due the Consultant. M be ed rejected by County as to 4, Consultant shall promptly correct Services to Consultant shall bear the cost of correct such conform to the requirements of the Agreement and Con such rejected Services to be Performed. pAYMENT : 1 In consideration of its performance of the Services provided hereunder, County shall pay Consultant for the services outlined in Exhibit "A" (Voter Opinion Surveying and related analysis, reporting, and presentation) in an amount not to exceed $15,300.00. re than once monthly during the 2. Consultant shall submit to County a progressive invoice invoices s ices. such hall describe the particular asks course of performing the Consulting Sery performed to date and estimate the percent said task is complete. Upon request, the Consultant shall provide County with such other supporting information as County may request. 3. Consultant shall maintain comprehensive, complete and of three accurate performance relating to this Agreement for a period (3 ) years following final payment hereunder. 4. All invoices to County shall reference "Voter Opinion Survey" ey" ands) da be deliverereced to Valept.Ae Hays. Proper invoice(s) shall be due and payable wity O payments by County to the Consultant pursuant to this gret forth shallhereibe delivered to the Consultant at the address set forth in the provision on Notices 5. Notwithstanding anything to the contrary cha11any ln thisa the made t CConsultant in respect ounty shall have no obligations under this Agreement after, nor s y P ymen of any period after December 31, 2007 without aon�pp in compliance e by twith in accordance with a budget adopted by the Board of County Commissioners 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). XI. TERM Consultant shall commence the Services not later than two (2) weeks after the date the County provides Consultant with notice of the County' intent A'c no titer than two (2) monthsommence the survey. tfromant hhe complete the Services as described in the attached Exhibit is date the survey is commenced. Once the County givesits notice on tiatedf further intent to extensions are rd with not Agreement and performance under the Agreement has been anticipated. XII. _TERMINATION County may terminatethis 10 danent, in s notice t hole or inConsultant rtUpon such termination, t on, , for any reason, at any time, with or without cause, upon providing ( ) Y the County shall be liable for Services satisfactorily completed ocments entelyeor partiallypon ompletedat� gether Consultant shall deliver to County all data and otherthirty with all material supplied to the Consultant by County. Final payment will be due within ie her with any days after Consultant has delivered the last of the partially completed documents, og records that may be required to determine the amount due. 4