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Home My WebLink AboutC11-089 University of CO Denver Professional Services OH PROFESSIONAL SERVICES AGREEMENT THIS Agreement is between Eagle County and the Regents of the University of Colorado, a body corporate, for and on behalf of the University of Colorado Denver College of Engineering and Applied Sciences Center for Sustainable Infrastructure Systems ( "UC Denver "). WHEREAS, Eagle County desires and intends to contract with UC Denver for the purpose of conducting a baseline energy and greenhouse gas inventory and developing a sustainability scenario model for decision making for Eagle County and WHEREAS, Eagle County and UC Denver intend to remain in a contractual relationship for the period described in SECTION II herein, so long as funding is available to both Eagle County and UC Denver for this purpose. NOW, THEREFORE, in consideration of the covenants and hereinafter set forth and other good and valuable consideration, the receipt of which is hereby acknowledged, Eagle County, and UC Denver agree as follows. I. SERVICES UC Denver shall provide the following services to Eagle County: 1. Conduct a baseline inventory of energy consumption and greenhouse gas emissions for Eagle County. 2. Develop a sustainability scenario model and customized decision support tool for Eagle County based on the GHG inventory and recommend innovative strategies for greenhouse gas mitigation. This will help analyze the degree of GHG mitigation achievable by typical actions undertaken by most cities. This Agreement is effective as of January 17, 2011, and terminates on July 31, 2011 (initial term) as long as all data needed to complete the baseline inventories (item #1 above) has been collected within one month of the date the request for such data was submitted. If all data is not received by UC Denver within one month of the request date, the completion date of this Agreement will not apply and a new extended date will have to be agreed upon by both parties. In order to ensure that UC Denver has adequate time to analyze and appropriately present the results of this scope of work, all data must be collected and presented by Eagle County to UC Denver within two (2) months of the initial data request. Once the input data is agreed upon, input data updates will not be part of this Agreement. 1 V I I 'r� II. AGREEMENT TERM Tle Agreement is effective as of January 17, 2011 and terminates on July 31, 2011 (the "Initial Ttrm "). This Agreement may be extended beyond the Initial Term by the written mutual agreement of both parties. III. COMPENSATION Fcr the services provided hereunder, Eagle County will pay UC Denver the fixed price sum of $,000. i IV. PAYMENT UC Denver shall submit an invoice to Eagle County on monthly basis throughout the term of the contract. A final invoice will be delivered upon completion of services. Said invoices will state the period for which payment is being requested. Invoices will be sent to the following address of Eagle County: Eagle Co my Government Commu ity Development Attn Ad m Palmer PO Box 79 Eagle, C lorado 81631 -0179 Payments, identifying a UC Denver invoice number, will be sent within 30 days of invoice to: University of Colorado Denver Center for Sustainable Infrastructure Systems Attn: Luann Rudolph PO Box 173364, Campus Box 152UCD Denver, CO 80217 -3364 V. OWNERSHIP Intellectual Property shall mean individually and collectively all ideas, concepts, designs, methods, inventions, modifications, improvements, new uses, and discoveries which are conceived and/or made in the performance of the responsibilities stated under this Agreement solely by one or more members of Eagle County and/or UC Denver whether or not patentable. All right and title to Intellectual Property arising out of the Agreement shall be determined accordingi to U.S. Patent Law and/or any applicable state laws as well as University of Colorado laws and policies. All software and UC Denver website content, excluding Eagle County sites and other data, shall remain the sole property of UC Denver. 2 VI. NOTICE All notices required by this Agreement shall be by written instrument executed by the parties hereto and shall be directed to the following individuals: For UC DENVER: Original to: Anu Ramaswami, Ph.D. College of Engineering P.O. Box 173364, Campus Box 152UCD Denver, CO 80217 -3364 Phone: (303) 556 -4734 Fax: (303) 556 -5293 Email: Anu.Ramaswami @ucdenver.edu Copy to: Shaun McMullin Deputy Controller UC Denver Finance Office P.O Box 173364, Campus Box A005/129 ! Denver, CO 80217 -3364 Phone: 303-315-2270 Email: Shaun.McMullm @UCDenver.edu For AGREEMENTEE: Original to: Tori Franks Valley Home Store Coordinator PO Box 850 Eagle, CO 81631 Phone: 970 - 328 -8775 Email: tranks@valleyhomestore.org Copy to: Adam Palmer Environmental Policy Planner PO Box 179 Eagle, Colorado 81631 VII. LIABILITY AND INSURANCE a. Each party hereto agrees to be responsible and assume liability for its own wrongful or negligent acts of omissions, or those of its officers, agents or employees to the full extent allowed by law. 3 b. It is specifically understood and agreed that nothing contained in this paragraph or elsewhere in this Agreement will be construed as: an express or implied waiver by the UC Denver of its governmental immunity or of the governmental immunity of the State of Colorado; an express or implied acceptance by UC Denver of liabilities arising as a result of actions which lie in tort or could lie in tort in excess of the liabilities allowable under the Colorado Governmental Immunity Act, C.R.S. §24 -10 -101 et seq.; a pledge of the full faith and credit of a debtor Agreement; or, as the assumption by the UC Denver of a debt, Agreement, or liability of Eagle County in violation of Article XI, Section 1 of the Constitution of Colorado. c. I No liability hereunder shall result to a party by reason of delay in performance caused by force majeure, that is circumstances beyond the reasonable control of the party, including without limitation, acts of God, fire, flood, war, civil unrest, or shortage of or inability to obtain aterial and equipment. d. UC Denver warrants and represents that it self - insures for professional liability insurance for itself and for its public employees who provide health care services pursuant to the Colorado Governmental Immunity Act (C.R.S. §§ 24 -10 -101 through 24 -10 -120). UC Denver agrees th t its self - insurance program shall provide coverage in accordance with the limits of the Colorado, Governmental Immunity Act. The Colorado Governmental Immunity Act provides that the maxi um amount that may be recovered against a public entity or public employee shall be (a) $150, 00 for any injury to one person in a single occurrence, and (b) $600,000 for any injury to two or more persons in a single occurrence, except in such instance no person may recover in excess of $150,000. e. In the event that the covered activity takes place in a state other than Colorado, and a court of competent jurisdiction determines that the limits of the Colorado Governmental Immunity{ Act do not apply, the Self- Insurance Trust provides coverage of no more than $1,000,000 per incident. The coverage provided by the Self - Insurance Trust is subject to terms and conditions contained in the Coverage Document of the University of Colorado Self - Insurance and Risk Management Trust. VIII. TERMINATION E ther Eagle County or UC Denver may terminate this Agreement at any time by giving the other party written notice of not less than sixty (60) days. In the event of termination, paymentsi will be made to UC Denver for all work performed up to the date of termination and all non- ciincelable obligations incurred in accordance with this Agreement. Payment shall be due with thirty (30) days of termination for this Agreement. Notwithstanding the foregoing, UC Den er reserves the right to terminate this Agreement, with no further obligation to provide services, upon nonpayment by Eagle County of unpaid amounts owed to UC Denver under Article I of this Agreement. Eagle County's payment obligations for services previously rendered y UC Denver shall survive the termination of this Agreement. 4 1 , IX. AMENDMENTS Any amendments hereto shall be in writing and signed by Eagle County and UC Denver. 5 r a . IN WIT ESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date s t forth herein by their duly authorized representatives. Regents 4 the University of Colorado, a body corporate, for and on behalf of the University of Colorado` Denver College of Engineering and Applied Sciences (Federal I.D. Number: 84- 6000555): Mr. Shau>i McMu lin Signature; P ,/Y! L Title: Deputy Controller Date: i /�etk. 2C 1/ The University of Colorado Denver College of Engineering and Applied Sciences: Dr. Marc Ingber/� / Dr. Kevin Rens e Signature; �� ! Signature: Title: Dtan Title: Chair, Department of Civil Engineering Date: Date Name: Dr. Anu Ramaswami Signature: AMA A . _ - AA ,. •. ARA( Title: Professor Date: 2. Z- / Eagle County Agreemetee Legal Name: Agreeme>7tee Representative: tk LkO�, r Title: :I , ite i* (Li k .( Signaturd: ` j � .�� `�i late: I i 1 6