HomeMy WebLinkAboutC10-177 ValueWest Consulting Agreement..~ Consulting Agreement THIS CONSULTING AGREEMENT (this "Agreement"), made and entered into ~~, 2010, by and between Eagle County, and 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 ValueWest, Inc., a Colorado corporation, with an address at 4155 E. Jewell, Suite 603, Denver, CO 80222 (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 inspect, the right to stop work, the right to make suggestions or recommendations as to the details of the work, and the right to propose modifications to the work. Consultant possesses the required Colorado professional licensure and expertise to perform work described in Exhibit A in compliance with all applicable valuation procedures required by Colorado statutes and the rules, regulations, and guidelines promulgated by the Colorado Division of Property Taxation and/or the Colorado Property Tax Administrator. At least one of the Consultant's appraisers shall hold and maintain a Colorado Certified General Appraiser's license for the term of this Agreement. 1.4. Scheduling. The services provided by Consultant are expected to require a substantial part of Consultant's available business tune and availability. Consultant will use its best efforts to acconunodate work' schedule requests as possible. 1.5. Reporting. The Eagle County Assessor shall serve as Customer's designated agent for purposes of this Agreement, provided, however, that any amendments to and/or renewals of this Agreement shall require the prior written approval of the Customer. Customer and Consultant shall develop appropriate 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. 1.7. Future Services. Notwithstanding anything in this Agreement to the contrary, and regardless of terminatign 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 projects to which Consultant at any time materially contributed pursuant to this Agreement. Unless otherwise agreed, such 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 assigned to work on projects for Customer, so such personnel remain available for completion and follow-on support as reasonably appropriate in the interest of efficiency and continuity of resources. Page 1 llto~ ~~~ Section 2 TERM AND TERMINATION 2.1. Term. The term of this Agreement shall be from June 1, 2010 through December 31, 2011. The parties specifically understand and agree that the customer has lawfully budgeted and appropriated sufficient funds for the services to be rendered pursuant to the Agreement for the year 2010, in accordance with the Colorado Local Government Budget Law. 2.2. Termination. This Agreement may be terminated by either party upon written notice. 2.3. Remaining 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 A hereto. All other compensation shall be paid to consultant within thirty (30) days after receipt of Consultant's invoice and satisfaction of product. 3.2. Reimbursement of Expenses. In addition to the foregoing, Customer is not responsible for actual out-of-pocket expenses incurred by consultant. 3.3 TABOR Restrictions. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the Customer nor shall any payment be made to the Consultant in excess of the amount budgeted and appropriated for 2011 without the written approval in accordance with a budget adopted by the Board in accordance with Article 25, Title 30 of the Colorado Revised Statues, the Local Government Budget Law at C.R.S. §29-1-101 et. seq., and the TABOR amendment at Colorado Constitution, Article X, Sec. 20. Section 4 RESPONSIBILITIES 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 Customer and its designees. If by operation of law, any of the Work Product, including all related intellectual property rights, is not owned in its entirety by Customer automatically upon creation thereof, then Consultant agrees to assign, and hereby assigns, to Customer and its designees the ownership of such Work Product, including all related intellectual property rights. Consultant shall 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 software. All work shall be performed, and Work Product delivered, in compliance with the applicable statutory and regulatory Page 2 'f 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 Consultant. Consultant agrees to provide any assistance required to perfect such protection. Consultant agrees to take further actions and execute and deliver such 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 Development Tools except as necessary to exercise its rights in the Work Product. In addition notwithstanding any provision of 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 retained by Consultant's personnel as impressions and general learning. Subject to Customer's intellectual property rights, nothing in this Agreement shall be construed to preclude Consultant from acquiring, developing, marketing, 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 tenn "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 party, unless Consultant may do so without Consultant or Customer incurring any obligation (past or future) to such third party 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 7.1. 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 entered into and performed in that State. Venue for the purposes of any litigation arising from this agreement shall only be proper in the Eagle County District Court. Page 3 7.3. Independent Contractors. The parties are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Customer and either Consultant or any employee or agent of 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 shall have been designated, and shall be delivered by hand or by registered certified mail, postage prepaid. 7.5. Entire Agreement. This Agreement constitutes the entire integrated and merged understanding of the parties hereto and supersedes all prior terms, conditions, promises, understandings, representations, proposals, discussions, and communications, whether oral or in writing, unless embodied in this Agreement in writing. This 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. Customer shall release and hold harmless the Consultant from any and all claims, liabilities, judgements, decrees, and damages of any direct or indirect purchaser or licensee of Customer, arising from or in connection with the Customer's use or application of Consultant's work. 7.7 Provision Mandated by C.R.S. § 5-17.5-101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES: 7.7(A) 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. 7.7(B) Consultant shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) 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. 7.7(C) 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: httn:%'/www.dhs. =tnTi'xprevprotiprogramsigc 11.85221.6781SO.shtm 7.7(D) 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. 7.7(E) 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: (i) Notify the subcontractor and the Customer within three days that the Consultant has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and Page 4 (ii) 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. 7.7(F) 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). 7.7(G) If a Consultant violates these prohibitions, the Customer 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 Customer as required by law. 7.7(H) The Customer will notify the office of the Colorado Secretary of State if Consultant violates this provision of this Contract and the Customer terminates the Contract for such breach. //REMAINDER OF PAGE INTENTIONALLY LEFT BLANK// IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, on the date and year first above-written. Eagle County, Colorado, by and through Its Board of County Commissioners, VALUEWEST, INC. By: .~)CLd11R ~~ Title: - ~~,( ,eJ~(/-Yl ~~(~~ Date: ~~i ~~lis ~ 20_~ Address for correspondence: Eagle County Assessor P.O. Box 449 Eagle, CO 81631 ~' T' e: President Date: ~ Zd 20 1 ~ Address for correspondence: 4155 E. Jewell, Suite 603 Denver, CO 80222 Page 5 1of3 Proposal to Conduct Services Eagle County, Colorado Assessor's Office Introduction EXHIBIT A ValueWest, Inc. is a professional ad valorem valuation company with over 50 years of experience is Colorado assessment practices. The company currently works for 10 Colorado counties in providing a variety of valuation related services. The Company worked with the Eagle County Assessor's office in conducting the 2009 reappraisal. Services included model building, time trend analysis, training and commercial income data analysis. The Eagle County Assessor's Office has asked the company to submit a proposal for services to be provided for the 2011 reappraisal. A portion of this work will be done in 2010. Additional work will be necessary in 2011. Specifically the Assessor's Office has requested a proposal for service in the areas of residential analyst support, commercial analyst support and a complete reappraisal of a segment of the counties Commercial properties. Qualifications We are an experienced valuation service company that focuses on assisting Colorado counties with the reappraisal of various classes of property. We have extensive experience in the area of mass appraisal of Residential and Commercial property. ,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 principle members of the staff are John Zimmerman and Judy Kahl. These two individuals will be primarily responsible for the work to be completed in Eagle County for 2011. Their qualifications are attached to the proposal. ValueWest, Inc. maintains an office space in Denver at 4155 E. Jewell Ave. Suite-603. The company is licensed to use several software products including the statistical packages SPSS and SAS, Arc GIS, Microsoft SQL Server and common PC software such as MS Office. Our network is protected by Trend Micro Security products and we have a Certified Microsoft Professional who monitors our network, backups and performance. Scope of Work ValueWest, Inc. proposes to perform the following services for the 2011 reappraisal of Eagle County Real Property: 1. Provide regular market reports based on current Eagle Appraiser Dataview data which will be provided bi monthly by the assessor. 2. Provide an initial time trend analysis to the chief appraiser. This will be done as soon after the completion of the June 30, 2010 appraisal data as possible and is contingent on the Eagle County Appraisal staffs completion of sales confirmation and qualification. This will include Single Family Residential, Townhomes, Condominiums, Vacant Land and x. '~ 2of3 EXHiBi~ A Commercial Property. It will be done both on a county wide basis and on economic area or "Super Neighborhood" levels as well. 3. Perform preliminary sales ratio studies using the new sales data collection period and the existing 2009 assessor value on a county wide and Super Neighborhood level for each property class; Commercial, Vacant, Residential, Townhouses and Condominiums. 4. We will be available throughout the reappraisal to assist with existing models and recalculation of neighborhood adjustments as requested by the Eagle County Chief Appraiser. 5. When values are complete for 2011, we will do post valuation time trending, ratio analysis and value change analysis for all the major classes of Real Property. This will be assembled into a 2011 report which will summarize the reappraisal process. The report will document time trending decisions, sales ratio levels and sales listing for each class of property. Commercial Reappraisal (Gypsum and Eagle Areas) 1. Review sales and complete sales verifications for Commercial improved sales and Commercial Land sales in the towns of Eagle and Gypsum. 2. Perform physical inspection of all commercial land and improvement sales in 24 month period between July 1, 2008 and June 30, 2010 in Gypsum and Eagle area. 3. Perform market and income analysis for Eagle and Gypsum commercial property. 4. Review 2009 valuations and protests for Eagle and Gypsum commercial property. 5. Revalue all commercial improved and commercial vacant property in Eagle and .Gypsum using the Tyler Eagle Appraiser system (excluding Golf Courses, Guest Ranches and Industrial property such as the Gypsum plant) 6. Handle all questions, protests and CBOE level appeals for commercial properties in Eagle and Gypsum. 7. Provide thorough documentation of this Commercial Reappraisal project. 8. Provide income questionnaire analysis using updated data similar to the same project in the 2009 reappraisal. Cost These services can be provided for a fee of $3,500 per month for the remaining seven months of 2010 ($24,500) and $3,500 for the full twelve months of 2011 ($42,000). Total cost $66,500 billed in monthly increments over 19 months. The work in 2011 is contingent on the approval of funding in the assessors 2011 budget. ., 4 3of3 Requirements: EXHIBIT A COUNTY • The county will provide a reliable and consistent way to use the Eagle Appraiser system via a remote connection. • The county will ensure a working connection to the Eagle Appraiser Dataview feature and will assist in submitting support issues to Tyler Eagle Appraiser support people when necessary. ValueWest, Inc. • Monthly progress reports and billings. • Timely and professional completion of work. • All travel expenses will be paid by ValueWest, Inc. through the level of County Board of Equalization. By signing below the parties agree to the terms and responsibilities set forth in this proposal. John E. Zimmerman President, ValueWest, Inc.~~- /` ~ ~ r Date ~~~ ~/Zo/o Mark Chapin Eagle County Assessor Approved by: Date ~,/2 / zoo Title: ~/V ~~INY ~ V`'~ Dater ~~ ~ l~