HomeMy WebLinkAboutC09-002 Economic Council of Eagle CountyAGREEMENT FOR PROFESSIONAL SERVICES FOR HOUSING AND ECONOMIC
DEVELOPMENT
This agreement ("Agreement"), made this 4' day of January, 2009, between Eagle County,
Colorado ("County") and Economic Council of Eagle County ("Contractor");
WITNESSETH:
Whereas, County wishes to contract for services regarding housing and economic analysis as set
forth in the "Scope of Work," attached as Exhibit "A" hereto (hereinafter the "Scope of Work")
and incorporated herein; and
Whereas, the Contractor is experienced in the performance of such services and wishes to
perform such services for County;
Now, therefore, in consideration of the foregoing and the following promises, County and
Contractor agree as follows:
ARTICLE 1 -SCOPE OF WORK
A. The Scope of Work to the Agreement governs the services the Contractor shall provide in
consideration for the payments provided for herein. The Contractor affirms that all
representations set forth in the Scope of Work are accurate, that County may rely thereon,
and that the Contractor shall be responsible at its own expense for assuring that all
matters so represented are as represented. In the event of a conflict between a provision
of the Scope of Work and a provision of this Agreement, the provision of this Agreement
shall control.
B. The Contractor 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 or the Eagle County Manager.
ARTICLE 2 -TERM OF AGREEMENT
A. This Agreement shall become effective retroactive to January 1, 2009, once executed by
all parties hereto and shall continue for 12 months, through December 31, 2009. At the
conclusion of the 12 months, the parties may elect to extend the Agreement for additional
12-month terms by mutual consent, in which case all of the provisions of the Agreement
shall remain in full force and effect during any extended term except that the Scope of
Work and compensation to be paid to Contractor during any extended term shall be
mutually agreed upon prior to the commencement of any extended term and reduced to
writing, signed by both parties, and attached to this Agreement.
B. This Agreement may be terminated by either party for any other reason at any time, with
or without cause, and without penalty whatsoever therefore. In the event of any
termination of this Agreement, Contractor shall be entitled to final compensated for all
hours of work then satisfactorily completed, plus approved expenses, but in no case shall
final compensation exceed the monthly rate payment amount set forth in Article 3 of this
Agreement.
ARTICLE 3 -COMPENSATION
County will compensate the Contractor $8,333 monthly, in a form payable to the Eagle County
Economic Council. The County shall make payments subject to adequate performance as
determined in the sole and exclusive discretion of the BoCC in consultation with the County's
Managing Director of Housing and Development (the "Director"), and all requirements provided
for herein. Payment shall be made after services are preformed. Contractor shall submit a
monthly electronic invoice to County at the first day of the month after services have been
performed. Said invoices shall include a detailed description of all services performed and shall
indicate the number of hours worked, in a form acceptable to the County, in its sole and
exclusive discretion. County shall remit payment within thirty (30) days of receipt of a proper
and accurate electronic invoice. Upon request, Contractor shall provide County with such other
supporting information as County may request. Notwithstanding anything to the contrary
contained in this Agreement, County shall have no obligations under this Agreement, nor shall
any payments be made to Contractor in respect of any period after December 31 of each calendar
year during the term of this Agreement, without 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).
ARTICLE 4 -INSURANCE
At all times during the term of this Agreement, Contractor shall maintain commercial general
liability insurance in the minimum amount of one million dollars ($1,000,000) and workers'
compensation insurance as required by Colorado law. Contractor shall deliver certificates of
insurance, naming County as an additional insured, to County within fifteen (15) calendar days
of execution of this Agreement by County.
ARTICLE 5 -PROVISION MANDATED BY C.R.S. 8-17.5-102: PROHIBITIONS ON
PUBLIC CONTRACT FOR SERVICES
A. Contractor 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 Contractor that the subcontractor shall not knowingly employ or
contract with an illegal alien to perform work under the public contract for services.
B. Contractor 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 Contractor does not employ any illegal aliens. If Contractor is not accepted
into the Basic Pilot Verification Program prior to entering into a public contract for
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services, the Contractor 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: hops:flwww.vis-dhs.com\employerregistration
C. Contractor 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.
D. If Contractor obtains actual knowledge that a Subcontractor performing work under the
public contract for services knowingly employs or contracts with an illegal alien,
Contractor shall be required to:
1. Notify the Subcontractor and the County within three days that Contractor 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 the Subcontractor does not stop employing or contracting with the illegal alien;
except that Contractor shall not terminate 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.
E. Contractor 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.
F. If Contractor 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, Contractor shall be liable for actual and consequential damages to the County.
ARTICLE 6 -APPLICABLE LAW, JURISDICTION, VENUE, AND ATTORNEYS' FEES
This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and venue
of any suit, right, or cause of action arising under, or in connection with, this Agreement shall be
exclusively Eagle County, Colorado.
ARTICLE 7 -NOTICE AND AUTHORIZED REPRESENTATIVES
Any notice and all written communications required under this Agreement shall be given in
writing by personal delivery, fax, or mail to the appropriate party at the following addresses:
Contractors: Economic Council of Eagle County
Attn: Donald Cohen
PO Box 1705
Edwards, CO 81632
County: Alex Potente, Esq.
Managing Director
Housing and Development
Eagle County, Colorado
P.O. Box 850
Eagle CO 81631
ARTICLE 8 -OBLIGATIONS OF NON-DISCLOSURE
Contractor agrees to keep any and all reports, documents, memoranda, business plans or analyses,
customer and owner lists, designs, and all other proprietary and confidential internal County
information that may become known to Contractor while performing the Services under this
Agreement or prepared by Contractor hereunder, from being made known or disclosed to any other
person or entity except as expressly consented to in writing by County. Contractor shall not make
any use of the same for any purpose other than as expressly directed by County for its exclusive
benefit. The disclosure of any information described in this Section to Contractor shall not be
construed as granting to Contractor a license to use the same or the granting of any other rights
thereto, except as so granted by County in writing. Contractor shall not use the same for its own
accounts or in any manner detrimental to County.
ARTICLE 9 -ISSUANCE AND RETURN OF KEYS
In the event it is necessary to issue key(s) or an alarm code(s) to Contractor, in connection with
Contractor's provision of the Services and subject to the terms, covenants and conditions set
forth in this Agreement, County shall provide Contractor with the key(s) or the alarm code(s), as
applicable, to permit Contractor to access County facilities in connection with Contractor's
provision of the Services. To obtain the key(s) or the alarm code(s), Contractor shall submit a
written request to County HR Department. Contractor shall not make or cause to be made, any
copies of the key(s), and shall surrender the key(s) to the County's HR Department within forty-
eight (48) hours after expiration or termination of this Agreement.
ARTICLE 10 -RELATIONSHIP AND TAXES
The relationship between the parties is that of independent contracting parties, and nothing herein
shall be deemed or construed by the parties hereto or by any third party as creating a relationship of
employer and employee, principal and agent or partnership, or of joint venture between the parties.
Contractor shall be solely responsible for any tax, withholding or contribution levied by the
Federal Social Security Act or any Colorado State Law with respect to the monies paid to the
Contractor hereunder. The Contractor is not entitled to unemployment compensation or
other employment related benefits, which are otherwise made available by County to its
employees.
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ARTICLE 11 -MISCELLANEOUS
A. Authority. This Agreement constitutes a valid and binding agreement of the parties,
enforceable against each in accordance with its terms. To the extent the parties are not natural
persons, the persons executing this document on such party's behalf have actual power and
authority to bind the corporation or other entity and to execute and deliver this Agreement.
B. Modification. This Agreement contains the entire agreement between the parties, and no
agreement shall be effective to change, modify, or terminate in whole or in part unless such
agreement is in writing and duly signed by the party against whom enforcement of such change,
modification or termination is sought.
C. Entire Agreement. This Agreement contains the entire agreement between the parties
hereto with respect to the subject matter hereof, and supersedes any and all prior agreements,
proposals, negotiations, and representations pertaining to the obligations to be performed
hereunder.
D. Severability. The 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.
E. Hold Harmless. Contractor shall indemnify and hold harmless County, its Board of
Commissioners, and the individual members thereof, its agencies, departments, officers, agents
or employees or from any and all demands, losses, liabilities, claims or 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, or employees as a
result of the acts or omissions of Contractor, his employees or agents, in or in part pursuant to the
Agreement or arising directly or indirectly out of Contractor's exercise of his privileges or
performance of his obligations under this Agreement.
F. Mutually Drafted: The Agreement has been drafted equally by all parties hereto. All
parties hereto have read, reviewed, and understand the Agreement. The parties hereto have each
received legal advice from their respective counsel regarding this Agreement.
This Agreement will be effective retroactive to January 1, 2009.
In witness whereof, the parties hereto have signed this Agreement.
EAGLE COUNTY, STATE OF COLORADO
by and through its BOAR F COUNTY
COMMISSI N
f
Peter F. Runyon, Chairman
ATTEST: a~ ~`~~' c~
to the B
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EAGLE COUNTY ECONOMIC COUNCIL
Donald Cohen, Executive Director
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EXHIBIT A TO AGREEMENT FOR PROFESSIONAL SERVICES FOR HOUSING
AND ECONOMIC DEVELOPMENT
The Contractor shall provide the following services to full and complete satisfaction of County,
as determined in the sole and exclusive discretion of County's Board of County Commissioners
(the "BoCC"), in consultation with County's Managing Director of Housing and Development
(the "Director"):
1. Public relations for The Valley Home Source ("TVHS");
2. Private and municipal fundraising for TVHS, with the goal of raising $75,000 on or
before December 30, 2009 and $75,000 annually thereafter.
3. Relationship management of funding partners, municipalities, and the Vail Board of
Realtors;
4. Production of marketing and public information print and electronic materials,
including, but not limited to, the web launch of valleyhomestore.org web site no later
than April 1, 2009;
5. Development and execution of TVHS annual action plan with funding parameters;
6. Provision of office support for TVHS as requested by the BoCC or the Director;
7. Creation and implementation of housing management software solution (Housing
Director Pro) on or before August 31, 2009;
8. Staffing of the Executive Director position for TVHS Foundation, anon-profit entity
and repository for all voluntary transfer and sales assessments;
9. Research, production, and dissemination of the quarterly and annual economic reports;
10. Research, production, and dissemination of the annual workforce report of county
employers;
11. Performance and direction of economic research and analysis as requested by the BoCC
or the Director;
12. Maintenance of the Eagle County Economic Council web site;
13. Facilitation services for county and community meetings and assignments as requested
by the BoCC or the Director; and
14. Design, implementation, and management of programming for Shaping the Future
classes (excluding speaker honorariums, class materials and any out-of-pocket
expenses).
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