No preview available
HomeMy WebLinkAboutC08-198CONSULTING AGREEMENT BETWEEN EAGLE COUNTS AND A.G. WASSENAAR, INC. This Consulting Agreement ("Agreement") dated as of this~l`day of ~ h~ 2008, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ("County"), and A.G. Wassenaar, Inc. a consulting firm with its principal place of business in Denver, Colorado, with a mailing address of 2180 South Ivanhoe Street, Suite 5, Denver, Colorado 80222-5710 ("Consultant"). WHEREAS, the County is in need of a company to provide the services outlined in Section 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 Consultant's proposal dated March 18, 2008, attached hereto as Exhibit "A," and incorporated herein by this reference (hereinafter called "Consulting Services"). The Consulting Services are generally described as providing baseline air quality testing at the Eagle County Sheriffs Office. 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 far performing the Services and represented that it has the expertise and personnel necessary to properly and timely perform the Services. 1.4 In order to facilitate Consultant's provision of the Consulting Services, County will provide Consultant with permission to enter the Eagle County Sheriffs Office (the "Project Site"). Consultant will use diligence and take reasonable precautions to minimize damage from use of equipment at the Project Site. County will provide Consultant with a site plan showing utility/structure locations at the Project Site. Consultant will use diligence and reasonable caution to avoid utilities/structures shown on the plan. 2. Term of Agreement: 2.1 This Agreement shall commence upon execution of this Agreement by both parties and, subject to the provisions of Section 2.2 hereof, shall continue in full force and effect until the Consulting Services have been completed. 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. '.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 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 Consultant's Environmental Services Schedule of Fees for 2008, attached hereto as Exhibit "B," and incorporated herein by this reference, but in no case shall total compensation due Consultant exceed $7,250,00. Fees will be paid within thirty (3U) 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 tiles) which are obtained during or prepared in the pertormance 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. County acknowledges that reports prepared by consultant are for the use and benefit of County in connection with the project identified in Exhibit "A" and are not intended to inform, guide or otherwise influence any other entities or persons and should not be relied upon for any other purpose. 6. Indemnification: Within the limits allowed by lacy, 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. Consultant'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. 8. 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) Tom Johnson Eagle County Public Works Director 590 Broadway P.O. Box $50 Eagle, CO 81631 (970) 328-8882(p) (970) 328-8899 (t) (b) Joseph D. Gifford A.G. Wassenaar, Inc. 6000 East Evans Ave. Bldg. 2, Suite 100 Denver, CO 80222 (303)759-8373 (303) 759-4874 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 aiier 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, tirst 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 Fit3h 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 the 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. Provision Mandated by C.R.S. § 8-17.5-101: PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 11.1 Consultant shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services; or enter into a contract with a subcontractor that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien to pertonn work under the public contract for services. 11.2 Consultant shall verify or attempt to verify through participation in the Basic Pilot Verification program, as administered by the United States Department of Homeland Security, that Consultant does not employ any illegal aliens. If Consultant is not accepted into the Basic Pilot Verification Program prior to entering into a public contract for services, the Consultant shall apply to participate in the Program every three months until the contractor is accepted or the public contract for services has been completed, whichever is earlier. Information on applying for the Basic Pilot Verification Program can be found at: https:,.w~~•w.~•is- dhs.a~m'•empluverr•e~istration 11.3 Consultant shall not use the Basic Pilot Verification Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. 11.4 If Consultant obtains actual knowledge that a Subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, Consultant shall be required to: 1. Notify the Subcontractor and the County within three days that Consultant has actual knowledge that the Subcontractor is employing or contracting with an illegal alien; and 2. Terminate the Subcontract with the Subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the Subcontractor does not stop employing or contracting with the illegal alien; except that Consultant shall not terminatc the contract with the Subcontractor if during such three days the Subcontractor provides information to establish that the Subcontractor has not knowingly employed or contracted with an illegal alien. 11.5 Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority. 11.6 If Consultant violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision, Consultant shall be liable for actual and consequential damages to the County. 12. Miscellaneous: 12.1 This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings. 12.2 This Agreement is personal to the Consultant and may not be assigned by Consultant. 12.3 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 vut of any term, covenant, or condition herein or the breach thereof IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, by and t it Bo of County Co ' sio By: Peter F. Runyon, Chairman Clerk to the Board of County Co'lyi~ ~'`7M . btUov7 A.G. WASSENAAR, INC. By: Title: STATE OF ~I~I t7~G C.~ U ) SS. COUNTY OF 1~alVEa/ ) The foregoing instrument was acknowledged before me by ~ ,this day of ~,L~_ , 2008. omission Expires 12/08!2410 A. V i Wassenaar 2180 South Ivanhoe Streei, Suite 5 Denver. Colorado 80222-5710 m 303-759-8373 Fax 303-759-4874 Geotecltnical and Environmental Consultants i www agwassenaar com March 18, 2008 ..a Eagle County Public Works Department P.O. Box 850 590 Broadway Eagle, Colorado ;~ 1 fi31-085(1 Attention: Mr. Tom Johnson Public Works Director Subject: Baseline Air Quality Testing Sherit~ s Office Eagle, Colorado Proposal Number EP080312 Dear Mr. Johnson: At your request, A. G. Wassenaar, inc. (AG~~') is pleased to provide this technical and cost proposal for baseline air quality testing at the Eagle County Sheriff's Office. [t is AGW's understanding that previous rovf leaks and planned renovations have prompted your request for this indoor air quality assessment. It is anticipated that this initial assessment will only involve the Sheriff's office and will not include the jail or justice center. Task l .U: Air Sample Collection AG~~' anticipates collecting air samples for the following air contaminants: Particulate (P11i10) -Sample(s) will be collected utilising TSl DustTRAKr`' Aerosol Monitor(s). The DustTRAKr'' is a portable, battery-operated laser photometer with real-time mass concentration readout and data lugging capability. The monitor provides reliable exposure assessment by measuring particle concentrations corresponding to the LEEDS-CI required PM10 size traction. Data will be downloaded by AGW, and sample results tivill be compared to the LEED x - C1 listed maximum concentration of 50 micrograms per cubic meter (µg~m'). Carbon Monoxide (CO) - Sample(s) will be collected utilizing TSI Q-TRAK Plus ?Viodel 8554 monitor(s). The Q-TRAK Plus portable monitor simultaneously measures carbon monoxide, carbon dioxide, temperature and humidity, all within a single probe. Data will be downloaded by AGW, and sample results will be cvmpared to the LEF,D x -CI listed maximum concentration of 9 parts per million (ppm). Carbon Dioxide (,COQ -These samples will be collected simultaneously with the carbon monoxide utilizing T'SI Q-TRAK Plus Model 8554 monitor(s). Eagle County Public Works Department Baseline Air Quality Testing Proposal Number EP08031 March 18, 2008 Page 2 'T'emperature and Humidit~• - These parameters will also he collected simultaneously with the carbon monoxide utilizing TSI Q-TRAK Plus Model 8554 monitor(s). Airborne Mold Spore and Particulate Concentration -Between seven and ten air samples will be collected using 7_efon Air-O-Cell cassettes. These samples will be submitted to EMLab P&K, located in Lakewood, Colorado, for analysis. EMLab P&K is accredited through the American Industrial Hygiene Association (AIHA) Environmental Microbiology Laboratory Accreditation Program (EMLAP), #176649. Task 2.0: Phvsical Assessment AGW will observe areas within the ot~ice area where previous water leaks have occurred. Any water stains or areas of moisture will be identitied and described. AGW will also observe the air handling equipment and summarize the condition of the HVAC equipment. Air flo~ti• measurements will be made at exhaust fans or exhaust grilles. Samples may be collected from any mold growth observed on surfaces for identitication. Task 3.0: Written Report AGW will prepare a report detailing the results ofall air sampling completed as outlined in Task 1.0. Findings will he compared to ASHRAE, IESO and generally accepted guidelines for indoor fungal spore concentrations. If warranted, additional recommendations for mitigation of air contaminant levels will be provided. Cost Estimate and Agreement Casts for the air sampling services and report preparation will nut exceed $7,250.00 without your prior approval. These costs include industrial hygiene services, sampling and evaluation equipment, and laboratory analytical tees, and are based on our standard unit rates and estimated man-hours to complete the project. It is anticipated that ali sample collection can be conducted by two statf members during two visits to the site. These visits include one return visit to collect the Q-"I'rak and Dust-Trak monitors at the end ofthe sample collection period. A copy ofour professional ser<~ices agreement and standard fee schedule is enclosed, tier your consideration. We will invoice for our services at the completion of the final report and anticipate payment within thirty (30) days. Eagle County Public Works Department Baseline Air Quality Testing Proposal Number EP08031 March l 8, ?008 Page 3 If our proposal, fee schedule, and the professional services agreement meet with yuur approval, please sign the last page of this proposal and return it to our office via e-mail or facsimile. ~~'e will contact you to schedule work on this project upon receipt of your notice to proceed. If you have any further questions, please du not hesitate to call. Sincerely, A. G. WASSENAAR, INC. Ju ~h D Gittord, C[~ Principal Project Manager ~an J. Glade, P.~. ~ -v-- 'ice President JDG'BJG.'dd electronic copy provided to tu~~,.~c~hti,~~n(c[ ea~~It~~:K~~ant~.u~ Agreed to this day of -- -- ----- - ------- - ~ `'008 I3v: Title: l .a.~. Wassenaar 21$0 South Ivanhoe Street, Suite 5 Denver. Colorado 80222-5 7 1 0 m 303-759-8373 Fax 303-759-4874 K ~ Geotechnical and Environmental Consultants ~~- wwwagwassenaar.com W _\ ~swo+~ ENVIRONMENTAL SERVICES -SCHEDULE OF FEES-2008 BillinK Rate PERSONNEL: Principal Engineer .................................... ............. $ 145.00/hour Certitied Industrial Hygienist ........................... ............... 145.00/hour Senior Industrial hygienist ............................. ............... 1 15A0/hour Senior Project Manager ................................ ............... 100.00/hour Project Manager ...................................... ................ 85.00/hour Industrial Hygienist ................................... ................ 85.00/hour Environmental Engineer ............................... ................ 80.00/hour Environmental Geologist ............................... ................ 75.00/hour Associate GeologistiScientistr'Industrial Hygienist ........... ................ 65.00/hour Asbestos Technician .................................. ................ 65.00~`hour Environmental Technician .............................. ................ 60.00/hour Draftsperson ......................................... ................ 50.00/hour Typist .............................................. ................ 50.00/hour Legal Testimony and Expert Witness ..................... ........ Standard Rate x 1.75 Evenings (after 5:00 p.m.), Saturdays, Sundays, or holidays ... ........ Standard Rate x 1.75 EXPENSES: Photoionization Detector ................................. . O„ H,S, LEL, CO Bacharach Meter ........................ . Combustible Gas [ndicator (MSA LEL) ..................... . Mileage ... ............................................ Soil Gas or Vapor Suncy ................................ . Moisture Meter ......................................... . Personal Protective Equipment ............................ . DragerTuhes ........................................... Water Level Recorder ................................... . Low Volume Pump ..................................... . High Volume Pump ..................................... . Submersible Pump ..... . ................................ . Disposable Bailers ...................................... . Zet~in Bio-Pump ........................................ . ........... $ 100.00%day ............. l OU. UOi day .............. 75.00; day .............. 0.45~tnile .......... At Cost + 20oi~ ..............20.00; day .......... 15.00%dayiunit ........... 1 S.OOtsample .............. I S.OO1day .......... 25.00/day/unit .......... 15.00/day- unit .............. 20.OO~day ............ 1 ~.00!each .............. 25.00/day ~~~ ~ampier ......................................................... SU.UU/day Project Related Expenses .................................................Cost - 20°~ Radon Test Kit .............................................................;5.0O,~set ~~~+~I'i I~t sF Es ~no;l