No preview available
HomeMy WebLinkAboutC08-155AGREEMENT REGARDING PROVISION OF PROFESSIONAL SERVICES FOR EAGLE COUNTY This Agreement Re arding Provision of Professional Services for Eagle County ( "Agreement ") dated this day of t, , 2008, is between the County of Eagle, State of Colorado, a body corporate and politic, through its Board of County Commissioners ( "County "), and Temple Glassier ( sand thr ("Consultant"). RECITALS A. The Mid Valley Trails Group (the "Group ") is a volunteer Committee established to administer a portion of the Eagle County half -cent transportation tax that is dedicated to trails for the Roaring Fork Valley. The Group has been working for three years on trail planning, trail referrals to public entities, grant requests and trail work. The Group desires some assistance in coordinating this work. B. Consultant has extensive experience in trail building and desires to provide professional services to the Mid Valley Trails Group. 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. County desires to enter into an Agreement with Consultant, with the expectation that the Mid Valley Trails Group will become self - sufficient and able to perform these services internally without the need for an outside consultant. This Agreement shall in no way commit the County to future support or future spending for the Mid Valley Trails Group Program. E. 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 shall assist the Mid Valley Trails Group in all administrative, marketing, communications and trail work oversight needed and more particularly described in the 2008 Scope of Service attached hereto as Exhibit "A" and incorporated by this reference. Consultant shall assist the Mid Valley Trails Group to focus on A -1 cob _155 the three (3) primary projects including: Develop a 10 -year capital plan for the completion of the prioritized trail projects as identified and supported in the public meeting, El Jebel Trail Planning and Frying Pan Trail Planning. Consultant shall assist in completing the Trails Plan process to provide the Committee with a future work plan. Consultant shall provide marketing and fundraising to complete these three (3) projects, communicate with effected citizens, organizations and agencies on progress of projects, and contract and oversee the completion of these three (3) projects. 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 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. Contract Term and Termination: a. The term of this Agreement shall commence upon execution of the Agreement and continue until December 31, 2008, at which time the Agreement shall automatically terminate. b. County may terminate this Agreement, in whole or in part, at any time for its convenience upon providing written notice to the Consultant specifying the date upon which termination becomes effective. This Agreement may be terminated by Consultant in the event of a material default of any of the terms and conditions of this Agreement by the County, provided Consultant has first provided the County with written notice of the default and the County has failed to cure said default within ten (10) days of receipt of the notice. Upon termination, the County shall be liable only for Services satisfactorily completed prior to the date of termination. 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 Count. Payment will be due within thirty (30) days after the Consultant has delivered the last y y. the A -2 s partially completed documents, together with any records that may be required to determine the amount due. C. This Agreement shall in no way commit the Eagle Board of County Commissioners to future support or future spending for the Mid Valley Trails Group Program. 4. Compensation and Payment: In consideration of its performance of the Services, County shall pay Consultant as follows, provided the total fees and expenses for the Services shall not exceed $25,000.00. Consultant shall bill County on a monthly basis and shall provide monthly accounting for time spent, updates on progress of work, and other supporting information as the County may so request. Time shall be billed on a per hour basis at a rate of $25.00 per hour for administrative, marketing, and communication services and $80.00 per hour for project management. PayMent shall be made in accordance with the following: a. 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. 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 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. 6. Personnel: Consultant understands and hereby acknowledges that County is relying primarily upon the expertise and professional abilities of Consultant. This Agreement is conditioned upon the continuing direct involvement of Consultant in the Services. Consultant 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 Consultant is unable to remain involved in the Services, Consultant shall immediately notify County and County shall have the option to terminate this Agreement. 7. 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. A -3 S. 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. 9. Insurance: At all times during the term of this Agreement, Consultant shall maintain the following insurance: Tyne of Insurance Coverage Limits Comprehensive General Liability (including personal injury) $500,000 per individual; $1,000,000 per occurrence Worker's 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. Consultant shall deliver certificates of required insurance to the County upon its request. 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. 10. 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. 11. 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: Consultant: Temple Glassier A-4 638 County Road 162 Carbondale CO 81623 County: County Administrator or Acting County Administrator P.O. Box 850 Eagle, CO 81631 and Mid Valley Trail Group George Trantow, President Basalt, CO 81621 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 of the U.S. Postal Service. 12. Miscellaneous: a. Consultant 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, sexual orientation, age, political affiliation or family responsibility. Consultant shall require all subcontractors to agree to the provisions of this subparagraph. b. 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. C. 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. d. 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. A -5 e. Any waiver by either party of any provision of this Agreement shall not imply a subsequent waiver of that, or any other provision. f. If any clause or provision of this Agreement shall be held to be invalid in whole or in part, then the remaining clauses and provisions, or portions thereof, shall nevertheless be and remain in full force and effect. g. Consultant shall perform the Services specified in this Agreement in accordance with local, state and federal law. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Teak J. Simonton, Clerk to the Board of County Commissioners COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS B , � Peter F. Runyon, Chairman CONSULTANT 'l B � Temple Glassier A6