HomeMy WebLinkAboutC09-431 Paller Girard IncAGREEMENT BETWEEN EAGLE COUNTY AND PALLER GIRARD INCORPORATED
FOR THE PROVISION OF INTEGRATED PEST MANAGEMENT SERVICES
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This Consulting Agreement ("Agreement") dated as of this~~ day of ~ ~1 ~ ~~~ ~ , 2009, is
between the County of Eagle, State of Colorado, a body corporate and politic, by and through its
Board of County) Commissioners ("County"), and Paller Girard Incorporated, a company
existing by virtue of the laws of the State of Colorado, with a mailing address of P.O. Box 1058,
Eagle, CO. 81631-1058 ("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 generally described as providing, on
an on-call basis, integrated pest management ("IPM") services, including internal
communication, handling all mail documents related to IPM, ensuring that Eagle County
complies with all State laws and regulations concerning IPM ("Consulting Services").
1.2 Consultant has given the County a proposal for performing the Consulting Services and
represented that it has the expertise and personnel necessary to properly and timely perform the
Consulting Services.
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 for a period
of 1 year unless otherwise terminated in accordance with the terms of this Agreement.
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.
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2.3 In the event of any termination of this Agreements Consultant shall be compensated for
all hours of work then satisfactorily completed, plus pre-approved expenses.
3.
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 or its agents, employees
and consultants 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 Eagle County Commissioners.
3.3 The Consultant will maintain general liability, unemployment and workman's
compensation insurance on his/her behalf, as necessary.
4.
4.1 For the Consulting Services provided hereunder, County shall pay to the Consultant a fee
of Fifty Dollars ($50) per hour worked under this Agreement. The total cost for Consulting
Services shall not exceed One Hundred Fifty Dollars ($150) per week, or Seven Thousand Eight
Hundred Dollars ($7,800) for the contract year. 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.
Documents (including electronic files) which are obtained during or prepared for approval of the
County during the performance of the Services (such as the preliminary schematic design, the
design development documents, and construction documents) shall remain the property of the
County and are to be delivered to County upon request, before final payment is made to
Consultant, or upon earlier termination of this Agreement. County shall not be deemed the
owner of said documents until payment has been received by Consultant. County acknowledges
that use of the documents prepared under this agreement should be used for the project for which
they were prepared only.
6. Indemnification:
Within the limits allowed by law, Consultant shall indemnity County for, and hold 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 or in connection with the
negligent acts or omissions of the Consultant in performing the Services. 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) Brad Higgins
Eagle County Road and Bridge Director
3289 Cooley Mesa Rd
Gypsum, CO 81637
P.O. Box 250
Eagle, CO 81631
(970) 328-3541 (p)
(970) 328-3546 (f)
(b) Tom Girard
Paller Girard, Inc.
P.O. Box 1058
Eagle, CO 81637
(970) 328-328-5482 (h)
(970) 471-0037 (c)
(970) 328-5486 (f)
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.
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 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.
11.1 If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S.
§ 8-17.5-101, et seq., regarding Illegal Aliens -Public Contracts for Services, and this Contract.
By execution of this Contract, Consultant certifies that it does not knowingly employ or contract
with an illegal alien who will perform under this Contract and that Consultant will participate in
the E-verify Program or other Department of Labor and Employment program ("Department
Program") in order to confirm the eligibility of all employees who are newly hired for
employment to perform work under this Contract.
11.2 Consultant shall not:
11.2.1 Knowingly employ or contract with an illegal alien to perform work under
this contract for services; or
11.2.2 Enter into a contract with a subcontractor that fails to certify to the
Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien to
perform work under the public contract for services.
11.3 Consultant has confirmed the employment eligibility of all employees who are newly
hired for employment to perform work under this Contract through participation in the E-verify
Program or Department Program, as administered by the United States Department of Homeland
Security. Information on applying for the E-verify program can be found at:
http:iiw~~~~~~.dhs.go~, xpre~~prot prc~~~ramsi~,~c 1 1 13522 1 678 1 50.shtm
11.4 The Consultant shall not use either the E-verify program or other Department Program
procedures to undertake pre-employment screening of job applicants while the public contract
for services is being performed.
11.5 If the Consultant obtains actual knowledge that a subcontractor performing work under
the public contract for services knowingly employs or contracts with an illegal alien, the
Consultant shall be required to:
11.5.1 Notify the subcontractor and the County within three days that the
Consultant has actual knowledge that the subcontractor is employing or contracting with an
illegal alien; and
11.5.2 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 the Consultant 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.
11.6 The 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 established in C.R.S. § 8-17.5-102(5).
11.7 If a 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
of this Contract, the Consultant shall be liable for actual and consequential damages to the
County as required by law.
11.8 The County will notify the office of the Colorado Secretary of State if Consultant violates
this provision of this Contract and the County terminates the Contract for such breach.
12. Miscellaneous:
12.1 This Agreement constitutes the entire Agreement between the parties related to its subject
manor. 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 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.
12.4 Sole Source Government Contracts. If the Consultant has entered into a sole source
government contract or contracts with the State of Colorado or any of its political subdivisions as
defined in Article XXVIII of the Colorado Constitution, which including this contract in the
aggregate on an annual basis equal or exceed the amount of $100,000, then the following
provisions apply:
12.4.1 Because of a presumption of impropriety between contributions to any
campaign and sole source government contracts, Consultant, on behalf of itself ,any person who
controls ten percent or more of the shares of or interest in the Consultant, and the Consultant's
officers, directors and trustees (collectively, the "Contract Holder") shall contractually agree, for
the duration of the contract and for two years thereafter, to cease making, causing to be made, or
inducing by any means, a contribution, directly or indirectly, on behalf of the Contractor Holder
or on behalf of his or her immediate family member and for the benefit of any political party or
for the benefit of any candidate for any elected office of the state or any of its political
12.4.2 The parties further agree that if a Contract Holder makes or causes to be
made any contribution intended to promote or influence the result of an election on a ballot issue,
the Contract Holder shall not be qualified to enter into a sole source government contract relating
to that particular ballot issue.
12.4.3 The parties agree that if a Contract Holder intentionally violates sections
15 or 17(2) of Article XXVIII of the Colorado Constitution, as contractual damages that Contract
Holder shall be ineligible to hold any sole source government contract, or public employment
with the state or any of its political subdivisions, for three years.
12.4.4 The Contract Holder agrees to comply with the summary and notice
isions of Section 16 of Article XXVIII of the Colorado Constitution.
12.4.5 These provisions shall not apply to the extent they have been enjoined or
invalidated by a court of competent jurisdiction.
12.4.6 All terms used in this Section and not otherwise defined in this Agreement
shall have the same meaning as set forth in Article XXVIII of the Colorado Constitution.
12.5 Notwithstanding anything to the contrary contained in this Agreement, County shall have
no obligations under this Agreement after, nor shall any payments be made to Contractor in
respect of any period after, December 31st of the calendar year of the Term of this Agreement,
without an 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).
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 through its County Manager
By: -
Keith P. Montag, Eagle County Manager
PALLER GIRARD, INCORPORATED
Thomas A. Girard, Vice President
STATE OF ~C,I,I~L~ ~l~ ( )
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COUNTY OF ~~~~ )
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The foregoing-instrument was acknowledged before me by '~ (,Yi4i;~his ~ day
of ~~~ ~ ~'~~~: ~~ ~ ~ 2009.
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My commission expires: ~- DEBORAH L CHURCHILL
,~l ~ Notary Public 4.3
~,'~ ~~ ~~'~~ ~~~~~~ State of Colorado
Notary Public ~ e, poi i
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