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HomeMy WebLinkAboutC07-296 Felsburg Holt & UllevigCONSULTING AGREEMENT This Consulting Agreement ("Agreement") dated as of this 2"d day of October, 2007, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County) Commissioners ("County"), and Felsburg Holt & Ullevig, a consulting firm with a principal place of business in Centennial Colorado, with a mailing address of 6300 S. Syracuse Way, Suite 600, Centennial, Colorado 80111 ("Consultant"). WHEREAS, the County is in need of a company to provide the services outlined in Section 1.1 hereunder: and WHEREAS, Consultant has represented that it has the experience and knowledge in the subject matter necessary to carry out the services outlined in Section 1.1 hereunder; and WHEREAS, County wishes to hire Consultant to perform the tasks associated with such services outlined in Section 1.1 hereunder; and WHEREAS, County and Consultant 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. NOW, 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. Services Provided: 1.1 The Consultant will provide the consulting services as more particularly set forth in Exhibit "A," attached hereto and incorporated herein by this reference (hereinafter called "Consulting Services"). The Consulting Services are generally described as providing on-call transportation engineering services, including general assistance in transportation planning, traffic study review, identification of roadway system improvement needs, alternatives evaluation and other potential assignments relating to traffic and transportation issues in Eagle County. To the extent the terms and conditions of this agreement may conflict with Exhibit "A" the terms and conditions of this agreement shall control. 1.2 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. 1.3 Consultant has given the County a proposal for performing the Services and represented that it has the expertise and personnel necessary to properly and timely perform the Services. 2. Term of Agreement: 2.1 This Agreement shall commence on October 2, 2007 and, subject to the provisions of Section 2.2 hereof, shall continue in .full force and effect for a period of 1 year, commencing with the effective date of this Agreement. This Agreement may be extended beyond the time referred to in this Section 2.1 on terms and conditions as may be mutually agreed between the parties hereto. 2.2 This Agreement may be terminated by either party for any other reason at any time, with or without cause, and without penalty whatsoever therefore. 2.3 In the event of any termination of this Agreements Consultant shall be compensated for all hours of work then completed, plus approved expenses. 3. Independent Contractor: 3.1 With respect to the provision of the Consulting Services hereunder. Consultant acknowledges that Consultant is an independent contractor providing Consulting Services to the County. Nothing in this Agreement shall be deemed to make Consultant an agent, employee, partner or representative of County, 3.2 The Consultant shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of County without the written consent of the Board of County Commissioners. 3.3 The Consultant will maintain general liability, unemployment and workman's compensation insurance on his/her behalf, as necessary. 4. Remuneration: 4.1 For the Consulting Services provided hereunder, County shall pay to the Consultant according to the fee schedule set forth in Exhibit `B." Fees for Services satisfactorily performed will be paid within thirty (30) days of receipt of a proper and accurate invoice from Consultant respecting Consulting Services. The invoice shall include a description of services performed. - - Upon request, Consultant shall provide County with such other supporting information as County may request. 4.2 County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement 4.3 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to the Consultant in excess of the amount for any work done without the written approval in accordance with a budget adopted by the Board in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. 5. 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 final payment is made to Consultant or upon earlier termination of this Agreement. 6. Indemnification: Within the limits allowed by law, Consultant shall indemnity County for, and hold and defend the County and its officials, boards, officers, principals 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 or omissions of, or presentations by the Consultant in violation of the terms and conditions 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. 7. ConsuItant's Professional Level of Care: 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. $. No Assignment: The parties to this Agreement recognize that the Consulting 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 and its approved subcontractors. Therefore, neither Consultant nor its subcontractors may assign its interest in this Agreement or in its subcontract, 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, 9. Notices: 9.1 Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, facsimile or U.S. Mail to the other party at the following addresses: (a) Eva Wilson Eagle County Engineer 500 Broadway P.O. Box 850 Eagle, CO 81631 (970) 328-3565 (p) (970) 328-8789 (f) (b) Charles M. Buck Felsburg Holt & Ullevig 6300 S. Syracuse Way, Suite 600 Centennial, Colorado 80111 (303) 721-1440 (p) (303) 721-0832 (i) 9.2 Notices shall be deemed given on the date of delivery; on the date the facsimile 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 depository of the U.S. Postal Service. 10. Jurisdiction and Confidentiality: 10.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. 10.2 The Consultant and County acknowledge that, during the term of this Agreement and in the course of (he Consultant rendering the Consulting Services, the Consultant may acquire knowledge of the business operations of County to the point that the general method of doing business, the pricing of products the lists of customers and other aspects of the business affairs of County will become generally known and the Consultant shall not disclose, use. publish or otherwise reveal, either directly or through another, to any person, firm or corporation, any knowledge, information or facts concerning any of the past or then business operations, pricing or sales data of County and shall retain all knowledge and information which he has acquired as the result of this Agreement in trust in a fiduciary capacity for the sole benefit of County, its successors and assigns during the term of this Agreement and for a period of five (5) years following the termination of this Agreement. 11. Miscellaneous: 11.1 This Agreement constitutes the entire Agreement between the parties related to its subject manor. It supersedes all prior proposals, agreements and understandings. 11.2 This Agreement is personal to the Consultant and mat be assigned by -Consultant—__ 11.3 This Agreement dues 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 11 REMAINDER OF PA GE INTENTIONALL Y LEFT BLANK // IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY -EAGLE, STATE OF COLORA O, band through its Board of County C mr ir4,Si4 ers By: � �ArL-^, ..:� 0. Ar) 11 enconi, Chairman VATTEST: e pP �'eak J. Simonton, Clerk to the Board of County Commissioners FELSBURG HOLT & ULLEVIG �. By: Title: Py- a i ttttittt�titr�t�w EXHIBIT FELSBU RG r HOLT & ULLEVIC. eyl ineeririv (�ci 6 to trcin.iportat'Oti sohittorls September 24, 2007 Ms. Eva Wilson Eagle County Engineer 500 Broadway PO Box 850 Eagle, CO 81631-0850 Re: Transportation Engineering On -Call Consulting Services Eagle County, Colorado Dear Ms. Wilson: Thank you for offering us the opportunity to provide Eagle County with on-call transportation engineering consulting services. These services will consist of general assistance in transportation planning, including -traffic study review, identification of roadway system improvement needs, alternatives evaluation, and other potential assignments related to traffic and transportation issues In Eagle County. Our efforts will be conducted at your direction on a time and materials basis, according to the attached schedule of billing rates. If this arrangement is acceptable to you, please forward to us a Consulting Agreement between the County and Felsburg Holt & Ullevig. We took forward to working with the County in this on-call capacity. As always, if you have any questions, please do not hesitate to call. -- Sincerely,___ FELSBURG HOLT & ULLEVIG yto'� (I & 4� Charles M. Buck, PE, PTOE Senior Transportation Engineer Attachment CMB/cg (� 3 O �„tirh 5%r,tcusr W.t , �uitc 600 ("0 N01 I I tvi ')03-711.1440 f:t, ii i.;' 1. 01, 3? �+��:�•.thu�n��.r��m inl�,rrltu�n�,;.�s�rn The foliowing hourly billing rates apply to all "Time and Materials" contracts, Staff Rates Principal 11 $175.00 Principal 1 $150.00 Associate $140.00 Sr. Engineer $130.00 Engineer V $120.00 Envineer IV $110.00 Engineer III $ 95.00 Engineer II $ 85.00 Engineer $ $0.00 Sr. Environmental Scientist $130.00 Environmental Scientist V $120.00 Environmental Scientist IV $110.00 Environmental Scientist III $ 95.00 Environmental Scientist it $ 85.00 Environmental Scientist 1 $ 80.00 Sr. Transportation Planner $130.00 Transportation Planner V $120.00 Transportation Planner IV $110.00 Transportation Planner III $ 95.00 TranspodationPlanrleLlL__._ ____ 85.00_ Transportation Planner 1 $ 80.00 Sr. Bridge Designer $105.00 Sr. Designer $905.00 Designer IV $ 85,00 Designer III $ 75.00 Designer II $ 70.00 Designer 1 $ 60.00 Sr. Construction Inspector $ 90.00 Construction Inspector IV $ 80.00 Construction Inspector III $ 70.00 Construction Inspector it $ 65.00 Construction Inspector 1 $ 60.00 Sr. Environmental Tech $105.00 Environmental Tech IV $ 85.00 Environmental Tech Ili $ 75.00 Environmental Tech II $ 70.00 Environmental Tech 1 $ 60.00 Administrative $ 65.00 Reproductions Plots Bond $0.241sq ft Glossy $0.711sq ft Mylar $0.55/sq ft Vellum $0.39/sq ft Prints Actual Subconsultant Costs Black and White $0.08/print Color $0.19/print Presentation Boards Bond Foam Core Mounted $1.22/sq ft Glossy Foam Core Mounted $1.69/sq ft Computer Projector $100.00/meeting Travel Mileage $0.485/Mile (or current allowable _governmentratej__ Truck (Construction) $40.00/day Other Miscellaneous Costs Courier Actual Vendor Costs Postage Actual Vendor Costs Deliveries Actual Vendor Costs Per Diem Actual Vendor Costs Subconsultants Actual Subconsultant Costs Other direct costs are reimbursed at a rate of 1.1 times the rates above and 1 or actual costs.