HomeMy WebLinkAboutC11-050 Rae Consultants, Inc. AGREEMENT BETWEEN EAGLE COUNTY, COLORADO and RAE CONSULTANTS, INC.
This Agreement ( "Agreement ") dated as of this a1WI day of Ul (14 d , , 2011, is
between the County of Eagle, State of Colorado, a body corporate and politic, Co and RAE
Consultants, Inc. with a mailing address of 1029 East 8 Avenue, Suite 807, Denver, Colorado 80218
( "Consultant ").
WHEREAS, the County desires to contract with a Consultant for the provision of the services
outlined in Section 1.1 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 the 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.
Agreement
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
The Consultant will provide the consulting services described in the "Consultant Work Scope: Phase 1"
attached hereto as Exhibit A and made a part hereof by this reference (hereinafter called "Consulting
Services ").
1.1 The Consultant agrees that Consultant will not knowingly enter into any consulting arrangements
with third parties that will conflict in any manner with the Consulting Services.
1.2 Consultant has represented to County that it has the expertise and personnel necessary to
properly and timely perform the Services.
2. Term of Agreement
2.1 This Agreement shall commence on the agreement date and, subject to the provisions
of Section 2.2 hereof, shall continue in full force and effect until the Consulting Services have
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been fully performed, or until the Agreement is otherwise terminated in accordance with
Section 2.2 herein.
2.2 This Agreement may be terminated by either party for any other reason with 15 days written
notice, with or without cause, and without penalty whatsoever therefore.
2.3 In the event of any termination of this Agreement, Consultant shall be compensated for all
incurred costs and 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 as set forth
in Exhibit A hereto. Consultant will not be entitled to bill at overtime and/or double time rates
for work done outside of normal business hours unless specifically authorized to do so by
County. Fees for any additional services will be as set forth in an executed addendum between
the parties. Fees 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. Ownership of Documents:
All documents (including electronic files) which are obtained during or prepared, either partially
or wholly, in the performance 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.
6. Indemnification:
6.1 Within the limits allowed by law, Consultant shall indemnify 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:
7.1 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.
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) County: Ms. Kelley Collier, ECO Transit Director, Eagle County RTA, 3289 Cooley
Mesa Road, P.O. Box 1070, Gypsum, Colorado 81637 Facsimile: 970 - 328 -3539
with a copy to: Eagle County Attorney's Office 500 Broadway PO Box 850 Eagle,
CO 81631
(b) Consultant: Richard A. Evans, Principal, RAE
Consultants, Inc., 029 East 8 Avenue, Suite 807,
Denver, Colorado I80218 Facsimile: 303 - 860 -9087
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. 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 t 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 rndering the Consulting Services, the Consultant and County may
acquire knowledge of the business operations of the other party not generally known deemed
confidential. The parties Shall not disclose, use, publish or otherwise reveal, either directly or
through another, to any petson, firm or corporation, any such confidential knowledge or
information and shall retain all knowledge and information which he has acquired as the result of
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this Agreement in trust in a fiduciary capacity for the sole benefit of the other during the
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term of this Agreement, and for a period of five (5) years following termination of this
Agreement. Any such information must be marked as confidential. The parties recognize
that the County subject is suec t to the Colorado Open Records Act nothing and nothin herein shall
preclude a release of information that is subject to the same.
11. Miscellaneous:
11.1 This Agreement constitutes the entire Agreement between the parties related to its subject
matter. It supersedes all pi for proposals, agreements and understandings.
11.2 This Agreement is personal to the Consultant and may not be assigned by Consultant.
11.3 This Agreement does not 4nd 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. Prohibition on Public Contracts for Services:
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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 otheif Department of Labor and Employment program ( "Department
Program ") in order to confiif m the eligibility of all employees who are newly hired for
employment to perform work under this Contract.
A. Consultant shall not:
(i) Knowingly employ or contract with an illegal alien to perform work under
this contact 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.'
B. Consultant has confirmed the employment eli eligibility of all employees who are
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newly hired fo employment to perform work under this Contract through
participation in the E- verify Program or Department Program, as administered by
the United State Department of Homeland Security. Information on applying for
the E- verify program can be found at:
http://www.dhs.gov/xprevprot/programs/gc_1185221678150.shtm
C. 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.
D. If the Consultant obtains actual knowledge that a subcontractor performing work
under the publi4 contract for services knowingly employs or contracts with an
illegal alien, the Consultant shall be required to:
(i) 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
(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 Oubcontractor 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.
E. The Consultant hall comply with any reasonable request by the Department of
Labor and Employment made in the course of an investigation that the department
is undertaking p1rsuant to its authority established in C.R.S. § 8- 17.5- 102(5).
F. If a Consultant violates these prohibitions, the County may terminate the contract
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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.
G. 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.
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IN WITNESS WHEREOF, the pOrties hereto have executed this Agreement the day and year first above
written
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
COUNTY MANAGER
•y.
RAE Consultants, Inc.
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,?;;;:/;
By: r
Title:
STATE OF COLORADO )
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County of Era ,J(.;g
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The foregoing was a before me this ), day of , 201
by \' 4 Jk. R(...4 €E-a c
Witness my hand and official seal.
My commission expires: i'*11 Joci4
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I ' N D. McCUMBER , :%," / i
/
NOTARY PUBLIC M- JN'! ( 4.....„,...-----
i STATE OF COLORADO Notary Public
M • mission Expires 12/09/2014
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