HomeMy WebLinkAboutC09-088 Value WestF~ ~ ~ ASSIGNMENT OF CONTRACT ValueCheck, Inc., the undersigned Assignor ("Assignor") hereby assigns, and transfers and sets over to Value West, Inc. ("Assignee") all rights, title and interest held by the Assignor in and to the following described contract and extension of contract: CONSULTING AGREEMENT between Eagle County for the benefit of the Eagle County Assessor and ValueCheck, Inc. dated April 8, 2008 and; EXTENSION OF TERM entered into October 18, 2008 between Eagle County and ValueCheck, Inc. attached to this Assignment of Contract as Exhibit "A." The Assignor warrants and represents that said contract is in full force and effect and is fully assignable with the consent of the Eagle County Board of Commissioners. The Assignee hereby assumes and agrees to perform all the remaining and executory obligations of the Assignor wider the contract and agrees to indemnify and hold the Assignor harmless from any claim or demand resulting from non-performance by the Assignee. Assignor acknowledges that payments to Assignee by Eagle County for services conducted in January 2009 was fully authorized and proper, and conducted under ir-utual understanding between Assignor and Assignee that Assignee was to assume and conduct business according to the Terms and Conditions of Assignor"s previous contracts. The Assignee shall be entitled to all monies to be invoiced in the 2009 under the contract, which rights are also assigned hereunder. This assignment for 2009 will total to $38,250.00 billed in 8 additional increments of $4,250.00 /per month. This assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns. // SIGNATURE PAGE TO FOLLOW // i ~~ This assignment shall become effectkve on March ~, 2009. Signed this ~_ day of March, 2009~~ / . ~ ,s.-Yr~~l/~~ ~~i~1//-tit 6~i~ Assignor"s Signature -Tom Kammer President, Va~u~eCheck, Inc. ti, i 1,~~ ~~~,~ 5 ~~ i~~~~~ Assignor's Printed Name ~~ ~~ s~gnee's S~ nature -John Zimmerman President, alueWest, Inc. Consent to Assignment Eagle County hereby consents to the foregoing Assignment and Assumption subject to its terms and conditions. ~r~-}---~,~-h~ ,Chair Eagle County ~ ~ - ~-~-~°~ Board of County Commissioneis~~-~ ~'K"~'~' Attest: Eagle C unty Clerk and ~~ EXTENSION OF TERM THIS AGREEMENT ("Extension Agreement"), made and entered into Oc. / , 2008, by and between Eagle County, through its Board of County Commissioners, with an address at P.O. Box 449, 500 Broadway, Eagle, CO 81631, for the benefit of the Eagle County Assessor (hereinafter referred to as "Customer"), and ValueCheck, Inc., a Colorado corporation with an address at 8822 Ridgeline Suite 100, Highlands Ranch, CO, 80129 (hereinafter referred to as "Consultant"). WHEREAS, Customer and Consultant have entered into a previous Agreement, attached to this agreement as Exhibit "A" (hereinafter "previous agreement"); WHEREAS, the previous agreement at Section 2.1 requires a written agreement between Consultant and Customer to extend the agreement; WHEREAS, Customer and Consultant are interested in continuing the previous agreement, and Customer has budgeted and appropriated for the continuation of the previous agreement. NOW, THEREFORE, in consideration of the foregoing premises and the following promises, Customer and Consultant agree as follows: Customer and Consultant shall continue the previous Agreement as set forth in Exhibit "A" through September 2009. Except for the extension of the term set forth in Section 2.1 of the previous agreement, all clauses contained in previous agreement shall continue to be controlling for the continuing agreement between Customer and Consultant. IN WITNESS WHEREOF, the parties hereto have signed this Extension Agreement on the date written above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY ATTEST: o~ ~~ ec OMMISSIONERS Clerk to the ~'oard O~ ~~LORP~v Peter Runyon, Chairman County Com ~ _ rs ValueCheck, Inc. Bye. Title: ` Consulting Agreement 2008, by and THIS CONSULTMG AGREEMENT (this "Agreement"), made and entered into between Eagle County, and through its Board of County Commissioners, with an ad ess at P.O. Box 449, 500 Broadway, Eagle, CO 81631, for the benefit of the Eagle County Assessor (hereinafter referred to as "Customer"), and VafueCheck, Inc., a Colorado corporation, with an address at 8822 Ridgeline Suite 100, Highlands Ranch, CO, 80129 (hereinafter referred to as "Consultant"); Section 1 SCOPE OF SERVICES 1.1. Services. Consultant agrees to provide, and Customer agrees to accept, the professional consulting services described in exhibit A hereto. 1.2. Conduct of Services. All work shall be performed in a workmanlike and professional manner. 1.3. Method of Performing Services. Consultant shall have the right to determine the method, details, and means of performing the work to be performed for Customer. Customer shall, however, be entitled to exercise general power of supervision and control over the results of work performed by Consultant to ensure satisfactory performance, including the right to inspe~tt thco ~etmodificationstto the~work. Cons>~tant possesses the reequiredns as to the details of the work, and the righ p p Colorado professional licensure and expertise to perform work described in Exhibit A in compliance with all applicable valuation procedureso required~ationoand/or the Ctolorado Proplerty TaxlA odministrat~or~dAt leeast oneuof the by the Colorado Division of Pr p rty Consultant's appraisers shall hold and maintain a Colorado Certified General Appraiser's license for the term of this Agreement. 1.4. Seheduling.s ~esandtavapabilitya Co sultant will~use is besaefforts to accommodate work f Consultant's available busmes schedule requests as possible. 1.5. Reporting. The Eagle County Assessor shall serve as Gtistomer's designated agent for purposes of this Agreement, provided, however, that any amendments to and/or renewals ofp PP peement shall require the prior written approval of the Customer. Customer and Consultant shall develo a ro riate administrative procedures for coordinating with each other. Customer shall periodically provide Consultant with evaluations of Consultant's performance. 1.6. Place of Work. Consultant will perform its work for Customer primarily at Consultant's premises except when such projects or tasks require Consultant to travel off-site. 1,~, Future Services. Notwithstanding anything in this Agreement to the contrary, and regardless of termination of this Agreement by either party for any reason, Consultant agrees to make its services available, when, as, and to the extent required by Customer, to complete or provide follow-up support for any work or eedesuch which Consultant at any time materially contributed pursuant to this Agreement. Unless otherwise agr services shall be made available at Consultant's actual labor rates otherwise applicable to services provided to Customer pursuant to this Agreement or, if less, to Consultant's other most-favored accounts for similar services, plus reasonable and actual costs of materials provided or consumed in providing such services. Consultant agrees to maintain agreements or commitments from key personnel aspsigned to work ony rpP ctp for Customer, so such personnel remain available for completion and follow-on su ort as reasonabl a ro riate in the interest of efficiency and continuity of resources. E 1BIT Page 1 Section 2 TERM AND TERMINATION 2.1. Term. The term of this Agreement shall be from March 1, 2008 through December 31, 2008. The parties specifically understand and agree that the customer has lawfully budgeted and appropriated sufficient funds for the services to be rendered pursuattt to the Agreement for the year 2008, in accordance with the Colorado Local Government Budget Law. This agreement maybe renewed for additional terms of one calendar year by the written agreement of the parties hereto, provided, Customer has appropriated sufficient hinds for such renewed agreements payment obligations to the Consultant. 2.2. Termination. This Agreement may be terminated by either party upon written notice. Additional termination provisions are contained in exhibit B. 2.3. Remalning Payments. Within sixty (60) days of termination of this Agreement for any reason, Consultant shall submit to Customer an itemized invoice for any fees or expenses theretofore accrued under this Agreement. Section 3 FEES, EXPENSES, AND PAYMENT 3.1. Fees. in consideration of the services to be performed by Consultant, Consultant shall be entitled to compensation as described in Exhibit B hereto. Compensation is due on a monthly basis, the compensation that accrues in each period shall be paid to Consultant on the last day of such peri30 daes after receiptofeConsultant's Exhibit B). All other compensation shall be paid to consultant within thirty ( ) Y invoice and satisfaction of product. 3.2. Reimbursement of Ezpenses. In addition to the foregoing, G~tstomer is not responsible for actual out-of-pocket expenses incurred by consultant. Section 4 RESPONSIBII..ITIES OF CONSULTANT FOR TAXES AND OTHER MATTERS 4.1. Restrictions. As an independent contractor, Consultant shall pay and report all federal and state income tax withholding, Social Security taxes, and unemployment insurance applicable to Consultant. Consultant shall not be entitled to participate in health or disability insurance, retirement benefits, or other welfare or pension benefits (if any) to which employees of Customer may be entitled. Section 5 RIGHTS IN WORK PRODUCT 5.1. Ownership of Work Product. All Work Products shall be considered work(s) made by Consultant for hire for Customer and shall belong exclusively to Curio ~'rtS° ottowned inets entirety by Customerw~ any of the Work Product, including all related intellectual property gh automatically upon creation thereof, then Consultant agrees to assign, and hereby assigns, to C~ tConsultant shall designees the ownership of such Work Product, including all related intellectual property nigh supply all Work Product in both hard copy and computerized formats, which shall be ODBC compatible, which Consultant understands to be compatible with and readable by, the Assessor's appraisal computer softwaze. All work shall be performed, and Work Product delivered, in compliance with the applicable statutory and regulatory Page 2 timeframes and deadlines, including, but not limited to, the statutory deadlines for issuance of Notices of Valuation and Notices of Determination. 5.2. Incidents and Further Assurances. Customer may obtain and hold in its own name copyrights, registration, and other protection that may be available in the eesnto take further acaons~and ex cruteiand deliver such assistance required to perfect such protection. Consultant agr further agreements and other instruments as Customer may reasonably request to give effect to this Section 6. 5.3. Pre-existing Materials. Notwithstanding any provision of this Agreement to the contrary, anY routines, libraries, tools, methodologies, processes or technologies created, adapted, or used by Consultant in its business generally, including all associated intellectual property rights (collectively, the "Development Tools") shall be and remain the sole property of Consultant, and Customer shall have no interest in or claim to such Dovision of t Tools except as necessary to exercise its rights in the Work Product. In addition notwithstanding any p this Agreement to the contrary, Consultant shall be free to use any ideas, concepts, or know-how developed or acquired by Consultant during the performance of this Agreement to the extent obtained and retain othuiCoinn ~ltant's personnel as impressions and general learning. Subject to Customer's intellectual property nigh g Agreement shall be construed to preclude Consultant from acquiring, developing, mazketing, or enhancing for itself or others similar technology performing the same or similar functions as the technology used or created pursuant to this Agreement. 5.4. "Work Product" Defined. As used herein, the term "Work Product" shall mean any programming, documentation, data compilations, reports, property valuation appraisals, and any other media, materials, or other objects produced as a result of Consultant's work or delivered by Consultant in the course of performing that work. Section 6 ASSURANCES 6.1. No Conflict. Consultant represents and warrants that it has no obligations to any third Party that will in any way limit or restrict its ability to perform consulting services to Customer hereunder. Consultant agrees that it will not disclose to Customer, nor make use in the performance of any work hereunder, any trade secrets, or other proprietary information of any third Parry, unless Consultant may do so without Consultant or Customer incurring any obligation (past or future) to such third patty for such work or any future application thereof. 6.2. No Recruiting. During the term of this Agreement and for a period of six (6) months thereafter, Consultant shall not knowingly solicit, entice, or persuade any employees of Customer to terminate their employment with Customer for any reason. Section 7 MISCELLANEOUS ~,1, Force Majeure. Consultant shall not be liable to Customer for any failure or delay caused by events beyond Consultant's control, including, without limitation, Customer's failure to furnish necessary information as specified in this Agreement; sabotage, failure or delays in transportation or communication; failure or substitutions of equipment; labor disputes; accidents; shortages of labor, fuel, raw materials, or equipment, or technical failures. 7.2. Governing Law. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Colorado as they apply to a contract eyterep upo and performed in thaDistrict Court. for the purposes of any litigation arising from this agreement shall onl be ro er in the Eagle County Page 3 7.3. Independent Contractors. The parties are and shall be independent contractors to one another, artnershi or oint venture and nothing herein shall be deemed to cause this Agreement to create an agency, p p, j between the ohms to er and employee between Customer andreithe~Consultantdor anyaemployee or agent of e relationsh p p Y Consultant. 7.4. Notices. All notices required or permitted hereunder shall be in writing addressed to the respective parties as set for therein, unless another address shalt have been designated, and shall be delivered by hand or by registered certified mail, postage prepaid. ~,5. Entire Agreement. This Agreement constitutes the entire integrated and merged under osaml g of the parties hereto and supersedes all prior terms, conditions, promises, understandings, representations, p p discussions, and communications, whether oral or in writing, unless embodied in this Agreement in writing. "Phis Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by the party sought to be bound. 7.6. Release of Liability. Except in the case of gross negligence or intentional misconduct on the part of the Consultant and to the extent permitted under the Colorado Governmental Immunity Act, Customer shall release and hold harmless the Consultant from any and all claims, liabilities, judgments, decrees, and damages of any direct or indirect purchaser or licensee of Customer, arising from or in connection with the Customer's use of application of Consultant's work, provided, however that the release provided herein shall not apply to claims, liabilities, judgments, and damages proximately caused by the conduct of Consultant. Its employees and representatives which damages the person or property of others while working in the field. Page 4 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 throw ' s oard of County Commi rs B~k~ Peter F. Runyon, Chai n ~ ~~ ATf EST: ~( VALUECHECK, I By. J Zimmerman Teak J. Simont n, Clerk to the Board of County Co STATE OF ~olo~d,.Q_~ ss. COUNTY OF D Thef`f~orego~r,~ pyLstrument was acknowledged before me by ((~) '~(((,, ( ] , 2007. My commission expires:~.~~ I Notary Public ,this day of `Z-i ~l'~'Y~~G~f'~ Page 5 ~I t'.Xttlt311 A Instant F> Accurate Residential Real Estate Valuations www.valuecheckcom PROPOSAL TO CONDUCT SERVICES EAGLE COUNTY, COLORADO RESIDENTIAL VALUATION MODELIlVG AND ANALYSIS FOR THE 2009 REAPPRAISAL Introduction The Eagle County Assessor's office is responsible for the bi annual reappraisal of approximately 12,500 individual residential condominium units and 14,000 single family residential units. These units are contained in hundreds of developments of different ages, azchitectural styles and locations and across a wide variety of areas with differing physical, economic, governmental and social attributes. There is a wide variety of attributes that can affect the value. The assessor has compiled a data base which captures many of the attributes that may or may not affect the mazket value of these properties. The assessor also has an in house CAMA system in place which should be utilized execution of a reappraisal. Background We are an experienced valuation service company that focuses on assisting Colorado counties with the reappraisal of various classes of property. We are currently involved in reappraisal work in seven Colorado jurisdictions. We have extensive experience in the area of mass appraisal of residential properties. Much of our experience has been achieved in the Colorado assessment arena. We have had extensive experience in the multiple regression analysis (MRA) modeling of residential property in five states and approximately 40 appraisal jurisdictions. The Eagle County Assessor has asked us to submit this proposal to perform analytical functions for the office during the 2009 Reappraisal project. These analytical tasks have a broad range and include the following specific functions; data review, quality control recommendations, review of land valuations, model design, model calibration, assist in the implementation of the models, error identification and resolution assistance and pre-public protest interaction with assessment staff. Preliminary Analysis ValueCheck will conduct a detailed sales ratio study on available sales data from the allowable data collection period. We will review the data by various stratifications to determine the current valuation level of various types of properties. We will interview current appraisal staff in order to better understand the concerns and special needs surrounding the project. This process will involve discussions of the prior reappraisal and the impressions of the county appraisal staff on the areas where results were disappointing. We will analyze the protest records from each complex or subdivision and take the adjusted valuation levels into consideration in the development of new valuation models. We will develop a sales grid by complex, neighborhood and economic azea to find out where the strengths and weaknesses ofthe data lay. We will do field inspections of many complexes and subdivisions before during and after the valuation models are built so that we can compare the resulting value with an on site impression of validity. Time Trend Analysis Importantly, we will perform and document a complete time trend analysis of the qualified sales before and after the modeling processes. The documentation will be suitable for audit documentation and will use several recognized methodologies including paired and matched sales, ratio trending and price per unit trending. The findings will be discussed with the county appraisal staff prior to finalization. We will meet with the audit staff if necessary. ValueCheck, Inc. P.O. Box 260576 • Highlands Ranch, CO 80163-0576 • 720-283-0737 Instant & Accurate Residential Real Estate Valuations www. valuecheck. coin Implementation plan Often, effective valuation models can be built only to later discover that the assessor computer system cannot accurately implement the valuation calculations. We will meet with appropriate county staff to evaluate the capabilities of the computer system and we will build valuation model strategies that are compatible with the capabilities of the system. If effective models cannot be built within the constraints of the system we will request a meeting with the assessor to discuss options for the optimization of good valuation practice and efficient use of manpower and computer resources. The assessor has indicated that the land valuation will be done in a timely manner by the in house Eagle County Staff. Project F,zecution The Preliminary Analysis and the development of an implementation plan will be critical to the execution of the modeling process. Upon completion of the aforementioned steps, we will request a `final' dataset of the residential database and will begin to build the optimum valuation model using recognized ad valorem valuation techniques. We will consider such things as the transformation and creation of variables, non linear transformations and variable constraints. We advocate simple models when possible and will make every effort to have effective models that are easy to understand and explain. The models will be delivered in a manner compatible with the constraints of the county computer system and will include a bound document explaining the process and the statistical validity of the models. We will also strive to produce credible and sustainable models earlier in the valuation cycle than has been achieved in the past. Protest Included in the project documentation will be a section on the protest and defense of the values. The extent of this will be determined based on the protest strategies used on other property in the county. While we will not be directly involved in protest we will provide some support to the staff during the preparation for the protest period as well as the active protest season. Cost We are prepared to provide this service for a fee of $38,250 per year for each year of the two year reappraisal cycle. The fee will be payable in nine monthly payments during 2008 of $4250 per month from March 2008 through December 2008 and nine additions] payments in 2009. The 2009 payments will be from January 2009 through September 2009. The total amount of the contract will be $76,500. Calendar Upon preliminary acceptance of this proposal we will develop a project calendar that will outline specific dates and deadlines for the project. Conclusion This proposal offers a comprehensive valuation solution for Eagle County Colorado Residential Condominium and Single Family property. It offers services and considerations not often considered by other valuation consultants in that we will attempt to integrate your staff into our consideration and strategies, we will do some field reviews which will be used to strategize and evaluate our effectiveness, we will fully document our work so that the county has full ownership of the work and the results. We are pleased that you have given us the opportunity to make this proposal and we look forward to the possibility of serving the taxpayers of Eagle County. Thank you! ValueCheck, Inc. P.O. Box 260576 • Highlands Ranch, CO 80163-0576 • 720-283-0737 EXIflBIT B FEES The Consultant's fee will be $4,250.00 U.S. dollars per month for the Bi-annual Real Property Reappraisal beginning March, 2008 and ending on September 30, 2009. Consultant's monthly fees for services rendered under this Agreement in 2008, shall be billed monthly to Customer's designated Agent, the Eagle County Assessor, P.O. Box 449, Eagle, CO 81631. Customer shall make payments to Consultant on a monthly basis. Such payments to be made within thirty days of Assessor's receipt of Consultant's billings. Subject to the Customer's annual budgeting and appropriation of funding for this Agreement for the year of 2009, if renewed for such additional terms, Consultant's fees shall be due and payable on a monthly basis. Consultant's fee for higher levels of protest including state board of assessment appeals or related court cases will be $75.00 per hour.