HomeMy WebLinkAboutC11-051 Transit Plus Agreement AGREEMENT BETWEEN EAGLE COUNTY, COLORADO and Transit Plus
This Agreement ( "Agreement ") dated as of this day of / / r , 2011, is
between the County of Eagle, S to of Colorado, a body corporate and politic, ''
Y gl , >� y rp p , ("Co ( ) and Transit
Plus with a mailing address of PO Box 637, 2800 East Ridge Road, Elizabeth, � g eth, CO 80107
( "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 "Scope of Work" 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 perfo i mn the Services.
2. Term of Agreement
2.1 This Agreement shall commence on the agreement date and, provisions to the rovisions of Section
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2.2 hereof, shall continue full force and effect until the Consulting Services have been fully
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performed, or until the Agreement is otherwise terminated in accordance with Section 2.2
herein.
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2.2 This Agreement may be terminated by either party for any other reason with 15 days written
notice, with or without ctuse, 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.
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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 Count.
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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.',
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3.3 The Consultant will maintain liability, unemployment and workman's compensation insurance
on his/her behalf, as necessary.
4. Remuneration:
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4.1 For the Consulting Servics provided hereunder, County shall pay to the Consultant as set forth
in the attached "Quotation for Services" hereto. Consultant will not be entitled to bill at overtime
and/or double time rates fir 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 sices performed. Upon request, Consultant shall provide County
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with such other supportin information as County may request.
4.2 County will not withholld 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 p ursuant to the terms of this Agreement.
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4.3 Notwithstanding anything Ito the contrary contained in this Agreement, no charges shall be made
to the County nor shall an payment be made to the Consultant in ex cess of the amount for any
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ty p ym m
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 Document:
All documents (including e lectronic 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:
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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 Conjsultant in violation of the terms and conditions of this Agreement.
This indemnification shaa1 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 jthe 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 jto 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 4s 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 orl 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. Kelle Collier, ECO Transit Director, Eagle County RTA, 3289 Cooley
Mesa Road, P.O. B x 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: Transi Plus, Ms. Suzanne O'Neill, P.0 Box 637, 2800 East Ridge
Road, Elizabeth, CO 80107 Facsimile: 303 - 646 -1565
9.2 Notices shall be deemed given on the date of delivery; on the date the facsimile is
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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 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 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 person, firm or corporation, any such confidential knowledge or
information 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 the other party during the
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 is subject to the Colorado Open Records Act and nothing 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 prior 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 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. Prohibition on Public Contracts for Services:
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.
A. Consultant shall not:
(i) Knowingly employ or contract with an illegal alien to perform work under
this contract for services; or
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(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 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: / /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 public 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 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.
E. 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
g p ent
is undertaking pursuant 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
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.
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
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Transit Plus
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By:
Title:
STATE OF COLORADO )
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County of f , )
The foregoing was acknowledged before me this -s day of ' ,2 ki: , -c , 20 %J
by f
Y �t,� ?. � h l� -z �� �hsQiG
Witness my hand and official seal.
My commission expires: /6/ 9 / ..1))/ �-
..- „1 ,.e_ ate - c - ��
GpaLA `N. ( ' Notary Public d r
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My Commission Expires 10/24/2011
Scope of Work
Business Plan for Transit Services in Eagle County
Purpose: Evaluate how transit services are delivered in Eagle County, developing a
business case for either continuing with separate operation of ECO Transit regional
services and local services or combining their operation.
General Scope: In developing a business plan the working group will identify the
functional areas where evaluation is important, agree upon the depth of the analysis and
measures to be used. The impacts of either option will be analyzed for each functional
area.
ECO has integrated the operation of their transit services with County operations; Avon
has also integrated transit with Town operations. For this analysis, the impact changes
would have on the transit service budget and on the larger jurisdictional budget will be
evaluated for the functional areas.
It is anticipated that based on the analysis, the working group will either recommend
either consolidated operation with a specified provider, or a modified option.
Process: The working group will meet and work through the outline for the business
plan. At the end of the meeting we will have agreement on the functional areas, depth of
analysis, and measures we anticipate using. We will agree on the approach to take in
addressing each area and have assignments for collecting and analyzing information.
We will have a strategy for working electronically and also for pulling together final
recommendations. This may be done via conference calls or may be done at an in-
person meeting.
The analysis and recommendations will be vetted with key stakeholders and modified as
needed to address concerns. A draft business plan will then be prepared.
Detail on Scope:
The options that will be considered are:
- Town of Avon operates Avon and ECO Transit services.
- Eagle County operates ECO and Avon Transit services
- A third party operates both systems
- Avon and ECO systems remain separate (although coordination may
continue or be enhanced)
The functional areas to investigate and depth of analysis will be agreed to by the working
group. Functional areas may include:
- Labor
- Maintenance
- Customer Information
- Location and staging of vehicles
- Financing
- Financial and Regulatory Compliance
- Decision - making Processes
The analysis will be based on the existing cost structure for each system. When
considering the functional areas we may wish to consider the initial costs of integration,
long tern cost savings, transfer and control of assets, and similar issues.
his LIP IPP A
Januar 28. 2011 TIi M1si
Ms. Kelley Collier
EGO Transit
P.O. Box 1070
Gypsum, CO 81637-1070
Dear Kelley,
Thank you for the opportunity to submit a quotation for work on developing a business
plan for delivering transit services in Eagle County_ Based on the scope of work. the
following budget is proposed. It includes ono meeting with stakeholders with the rest of
the work done via e-mail and telephone. I also anticipate being actively involved 2n
identifying the context and issues for analysis and in setting up spreadsheets but that
others will provide most of the data
This project is one that will be shared among several stakeholders and reflects an
anticipated level of work for Suzanne O'Neill. If other stakeholders are able to take on
more (or less) of the work, this can be adjusted to reflect the decisions Eagle County
makes regarding scope.
O'Neill Total
1 Task $140 Amount
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1 Irmial Meeting WI - th — si - akeko:ders 8 51,120
Data gathefing, analys:s c functional 20 $2,800
Repot rn tin(Engs 6 S840
Subtotal Labor $4760
Direct Expenses
Mileage - one trip - 360 rnileF. gi S0,50 $180
TOTAL $4,940
If you have any questions, please contact me.
Sincerely,
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Suzanne O'Neill
