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Home My WebLink AboutC11-149 Temple Glassier Agreement AGREEMENT REGARDING PROVISION OF PROFESSIONAL SERVICES FOR EAGLE COUNTY This Agreement Regarding Provision of Professional Services for Eagle County ( "Agreement "), dated this day of May , 2011, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ( "County "), and Temple Glassier, dba Absolutely, LLC ( "Consultant "). RECITALS A. The Mid Valley Trails Committee (the "Committee ") is a volunteer Committee established to administer a portion of the Eagle County half -cent transportation tax that is dedicated to trails for the Roaring Fork Valley. The Committee is tasked with working on trail planning, trail referrals to public entities, grant requests and trails development. The Committee desires some assistance in coordinating this work. B. The Consultant has extensive experience in trail building and desires to provide professional service to the Mid Valley Trails Committee. C. The Consultant has given the County a proposal for performing the Services (defined below) and has represented that she has the expertise and personnel necessary to perform the Services in a proper and timely manner. D. The County desires to enter into an Agreement with the Consultant, with the expectation that the Mid Valley Trails Committee will eventually become self - sufficient and able to perform these services without the need for an outside consultant. This Agreement shall in no way commit the County to future support or future spending for the Mid Valley Trails Committee programs. E. The Consultant and the County 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 the Consultant and the County in connection with the Services. AGREEMENT Therefore, based upon the representations by the 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. Scope of the Services: The Consultant shall assist the Mid Valley Trails Group in all administrative, marketing, communications and trail work oversight needed as more particularly described in the Scope of Service. For the year 2011, the Consultant shall assist the Mid Valley Trails Committee to: 1 a. Finalize the update of the 2006 "Mid Valley Trails Plan ", b. Coordinate and negotiate a trail to Basalt Mountain through the Ace Lane's Tree Farm property c. Continue to research and negotiate Stage Trail issues d. Planning for the future Frying Pan Trail e. Work with Crawford Family and Eagle County on El Jebel Trails f. Enhance pedestrian and bike access to and within Crown Mountain Park g. Manage contracts and oversee the completion of trails projects h. Communicate with affected citizens, organizations and agencies on the progress of various trail projects i. Provide administrative support for Committee meetings and activities j. Provide periodic reports and updates to Eagle County The parties hereto recognize that the Scope of Services may change by reason of a decision of the Trails Committee or the County. When the Consultant believes that the Scope of Services has been changed, the Consultant shall immediately advise the County of such belief and shall also provide a statement of the maximum additional charges for such services. The Consultant shall not be entitled to be paid for any additional services unless and until the County agrees in writing that the Scope of Services has changed and accepts the statement of the maximum additional charges. 2. Consultant's Professional Level of Care: The Consultant shall be responsible for the completeness and accuracy of the Services performed, 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 Consultants Services shall not relieve the Consultant of any of her responsibilities. The Consultant shall perform the Services in a skillful, professional and competent manner and in accordance with the highest standard of care, skill and diligence applicable to consultants with respect to similar services. The Consultant shall not be responsible for the content or accuracy of any reports or studies provided by the County or its representatives. 3. Contract Term and Termination: a. The term of this Agreement shall commence upon execution of the Agreement and shall continue until December 31, 2011, at which time the Agreement shall automatically terminate. b. The County may terminate this Agreement, in whole or in part, at any time for its convenience upon providing written notice to the Consultant specifying the date upon which termination becomes effective. This Agreement may be terminated by the Consultant in the event of a material default of any of the terms and conditions of the Agreement by the County, provided the Consultant has first provided the County with written notice of the default and allowed the County to cure said default within ten (10) days following receipt of the notice. Upon 2 • termination, the County shall be liable only for Services satisfactorily completed prior to the date of termination. At its sole option, the County may require that the Consultant complete particular portions of the Services on a time and reimbursable expenses basis consistent with paragraph four (4) hereof. Upon termination the Consultant shall deliver to County all data and other documents entirely or partially completed, together with all materials supplied to the Consultant by the County. Payment will be due within thirty (30) days after the Consultant has delivered the last of the partially completed documents, together with any records that may be required to determine the amount due. c. This Agreement shall in no way commit the Eagle County Board of County Commissioners to future support or future spending for the Mid Valley Trails Committee Program. 4. Compensation and Payment: The Consultant shall bill the County on a monthly basis and shall provide monthly accounting for time spent, updates on progress of work, and other supporting information as the County may so request. Payment shall be made in accordance with the following: a. Time shall be billed on a per hour basis at a rate of $80 per hour for Services rendered. b. Payment shall be due within 30 days of receipt of billing. c. The total fees and expenses for Services rendered for 2011 shall not exceed $20,000.00. The Consultant shall maintain comprehensive, complete and accurate records and accounts of her performance relating to this Agreement for a period of three (3) years following final payment hereunder, which period shall be extended at the County's reasonable request. The County shall have the right within such period to inspect such books, records and documents upon demand, with reasonable notice and at a reasonable time, for the purpose of determining, in accordance with acceptable accounting and auditing standards, compliance with the requirement of this Agreement and the law. 5. Independent Contractor: It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing an employment relationship. The Consultant shall be, and shall perform as, an independent contractor. No agent, subcontractor, employee, or servant of the Consultant shall be, or shall be deemed to be, the employee agent or servant of the County. The Consultant shall be solely and entirely responsible for her acts and for the acts of the Consultant's agents, employees, servants and subcontractors during the performance of this Agreement. 3 6. Personnel: The Consultant understands and hereby acknowledges that the County is relying primarily upon the expertise and professional abilities of Consultant. This Agreement is conditioned upon the continuing direct involvement of the Consultant in the Services performed. The Consultant may not subcontract or delegate any part of the Services or substitute subcontractors without the County's written consent, which consent the County may exercise in its sole discretion. In the event the Consultant is unable to remain involved in the Services, the Consultant shall immediately notify the County and the County shall have the option to terminate this Agreement. 7.1 Ownership of Documents: All documents including electronic files which are obtained during or prepared in the performance of the Services shall remain the property of the County and are to be delivered to the County before final payment is made to the Consultant or upon earlier termination of this Agreement. 8. No Assignment: The parties to this Agreement recognize that the services to be provided pursuant to this Agreement are professional in nature and that in entering into this Agreement the County is relying upon the professional services and reputation of the Consultant. Therefore, the Consultant may not assign her interest in the Agreement including the assignment of any rights or delegation of any obligations provided therein without the prior written consent of the County, which consent the 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. Insurance: At all times during the term of this Agreement Consultant shall maintain the following insurance. Type of Insurance Coverage Limits Comprehensive General Liability $500,000 per individual (including personal injury) $1,000,000 per occurrence Worker's Compensation Statutory limits All insurance required hereby shall be issued by an insurance company or companies authorized to do business in the State of Colorado. The Consultant shall deliver certificates of required insurance to the County upon its request. Before permitting any subcontractor approved by the County to perform any Services under this Agreement, the Consultant shall either (1) require each of his subcontractors to procure and maintain, during the life of his subcontracts, insurance which meets the requirements for the Consultant herein, or (2) provide for insurance 4 of the subcontractor in the Consultant's own policies in the amounts required hereinabove. 10. Indemnification: The Consultant shall indemnify the County for, and hold and defend the County and its officials, boards, officers, and employees harmless from, all costs claims and expenses including reasonable attorney fees arising from claims of any nature whatsoever made by any person in connection with the negligent acts, omissions, or representations by the Consultant in the performance 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. 11. Notices: Any notice and all written communications required under this Agreement shall be given in writing by personal delivery FAX or mail to the other party at the following addresses: Consultant: Temple Glassier PO Box 1147 Basalt CO 81621 Fax: 720 - 367 -5093 County: County Manager PO Box 850 Eagle CO 81631 Fax: 970 - 328 -8629 Committee: Mid Valley Trails Committee c/o George Trantow, Chairman PO Box 1147 Basalt CO 81621 Fax: 720 - 367 -5093 Notices shall be deemed given on the date of delivery; on the date a FAX 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 depositary of the US Postal Service. 12. Prohibitions on Public Contracts for Services: If Contractor /Consultant has any employees or subcontractors, Contractor /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, Contractor /Consultant certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor /Consultant 5 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. Contractor /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 Contractor /Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. b. Contractor /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 Contractor /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 Contractor /Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor /Consultant shall be required to: (i) Notify the subcontractor and the County within three days that the Contractor /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 Contractor /Consultant shall not terminate the contract with the subcontractor if during such three days the subcontractor provides 6 information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. The Contractor /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). f. If a Contractor /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 Contractor /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 Contractor /Consultant violates this provision of this Contract and the County terminates the Contract for such breach. • 13. Miscellaneous: a. The Consultant shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, ancestry, physical handicap, sexual orientation, age, political affiliation or family responsibility. The Consultant shall require all subcontractors to agree to the provisions of this subparagraph. b. The making, execution and delivery of this Agreement by the parties hereto has not been induced by any prior or contemporaneous representation, statement, warranty, or agreement as to any matter other than those herein expressed. This Agreement embodies the entire understanding and agreement of the parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. This Agreement may not be amended, including by any modification of, deletion from or addition to the Scope of Services, except by a written document of equal formality executed by both parties hereto. c. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the 5th Judicial District for the State of Colorado. d. 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. 7 e. Any waiver by either party of any provision of this Agreement shall not imply a subsequent waiver of that or any other provision. f. If any clause or provision of this Agreement shall be held to be invalid in whole or in part, then the remaining clauses and provisions, or portions thereof, shall nevertheless be and remain in full force and effect. g. The Consultant shall perform the Services specified in this Agreement in accordance with local state and federal law. 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 Through4ts- Y By: 'th Montag, County Manager CONSULTANT: B / : / 2E 111, ,' BY: �L, ii . AA Temple G ssie 1 ' 8