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HomeMy WebLinkAboutC11-259 Bernstein and Associates AGREElV1ENT FOR PROFESSIONAL SERVI(`'F,S • BETWEEN EAGLE COUNTY, COLORADO and STAN BERNSTEIN AND ASSOCIATES, INC. THIS AGREEMENT ( "Agreement ") dated as of this day of u , 2011, is between the County of Eagle, State of Colorado, a body corporate and poll; , (hereinafter "County ") and Stan Bernstein and Associates, Inc. a Colorado corporation located at 8400 East Prentice Avenue, Penthouse, Greenwood Village, Colorado 80111(hereinafter "Consultant "). Recitals 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 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 • NOW THEREORE, 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; 1.1 The Consultant will provide the consulting services described in the preliminary scope of services- consolidated fur protection district financial• analyses attached hereto as Exhibit A and made a part hereof by this reference (hereinafter "Services" or "Consulting Services "). In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 12 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. 1.3 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 date first set forth above, and subject to the provisions of Section 2.2 hereof, shall continue in full force and effect until . the Consulting Services have 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 reason with seven (7) days written • notice, with or without cause, and without penalty whatsoever therefore. CH -S • . 2.3 In the event of any termination of this Agreement, Consultant shall be compensated for all • . incurred costs and hours of work then satisfactorily completed. 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 Corrnnissioners.. . 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 Consultant on an hourly basis at the rate set forth in Exhibit A hereto. In no event shall the cost of the Services exceed $8,000. additional services are requited, Consultant shall obtain written permission of County to rfomn such Services in advance. Consultant will not be entitled to bill at overtime and/or . - ouble time rates for work done outside of normal business hours unless specifically authorized do so by County. Fees for any additional services will be as set forth in an executed dendum between the parties. Fees will be paid within thirty (30) days of receipt of a proper. d accurate invoice from Consultant respecting Consulting Services. The invoice shall elude a description of services performed. Upon request, Consultant shall provide County 'th such other supporting information as County may request. 42 ounty will not withhold any taxes from monies paid to the Consultant hereunder and • nsultant agrees to be solely responsible for the accurate reporting and payment of any taxes - fated. to payments made pursuant to the terms of this Agreement. 43 otwithstanding anything to the contrary contained in this Agreement, no charges shall be made • the County nor shall any payment be made to the Consultant in excess of the amount for any • ork done without the written approval in accordance with a budget adopted by the Board in _ . •rdance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that • e County is a governmental entity and that all obligations beyond the current fiscal year are bject to funds being budgeted and appropriated. 5. Ownership of Documents: documents (including electronic files) which are obtained during or prepared, either partially • wholly, in the performance of the Services shall remain the property of the County and are to • - delivered to County before final payment is made to Consultant or upon earlier termination • • this Agreement. 6. i demn oration: 6.1 ' ithin the limits allowed by law, Consultant shall indemnify County for, and hold and defend e County and its officials, boards, officers, principals and employees harmless from, all costs, 2 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 Assiigrunent: • 8.1 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 refo ns ant n subcontractors may assign assi its interest in this Agreement or in its subcontract, including the assignment of any rights or dele delegation of an Y 8 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: Diane Mauriello, Eagle County Attorney's Office, Post Office Box 850, 500 Broadway, Eagle, Colorado 81631 Phone: 970 -328 -8685 Facsimile: 970- 328 -8699 (b) Consultant Stan Bernstein, Stan Bernstein and Associates, Inc. 8400 east Prentice Avenue, Penthouse, Greenwood Village, CO 80111 Phone: 303 - 5940737 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, fast class postage prepaid, in an official - depository of the U.S. Postal Service. 3 • • 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 • team 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. • 112 This Agreement is personal to the Consultant and may not be assigned by Consultant. 113 1 This Agreement does not and shalrnot be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any terra, covenant, or condition herein or the breach thereof. 12. Prohibition on Public Contracts for Services: If Co .ultant has any employees or subcontractors, Consultant shall comply with C.R.S. § 8- 17.5 -1 1, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By execu on of this Contract, Consultant certifies that it does not knowingly employ or contract with . illegal alien who will perform under this Contract and that Consultant will participate in the E- erify Program or other Department of Labor and Employment program ("Department Progr. ") in order to confirm the eligibility of all employees who are newly hired for emplo ment 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 (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 4 • services. B. Consultant has coa6rmed 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: l/ www .dhs.gov /xprevprot/proarams /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 • 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. REMAINDER OFPAGEIlNTENT1ONA FLLYLF.FETBLANK// • • 5 • IN INTTNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above writt,n. • • COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER /■ y: Keith Montag, Cou , y Manager STAN BERNSTEIN AND ASSOCIATES, INC. ega: &i ----- By: Stan Bernstein Title: President ST TE OF COLORADO ) ) ss Co inty of ) . The foregoing was acknowledged before me this day of , 20 by Witness my hand and official seal. My commission expires: . Notary Public III . 6 • Stan Bernstein and Associates, Inc. Financial Planners and Consultants For Local Governments, Municipal Bond Underwrites, and Real Estate Developers 8400 East Prentice Ave., Penthouse Greenwood Village, Colorado 80111 Telephone: 303 - 409 -7611, Cell: 303 -594 -0737; Email: stanplan.@earthlink.net June 30, 2011 Commissioner Jon Stavney Diane Mauriello, Esq Sent Via Email RE: PRELIMINARY SCOPE OF SERVICES — CONSOLIDATED FIRE PROTECTION DISTRICT FINANCIAL ANALYSES Dear John, and Diane, Thank you for allowing me to assist Eagle County with a financial analyses associated with possibly consolidating the following existing fire protection districts into one Consolidated Fire Protection District ( "the Consolidated Fire District "). • Eagle River Fire Protection District • Greater Eagle Fire Protection District • Gypsum Fire Protection District. I will also assume that properties located within the boundaries of Beaver Creek Metropolitan District, as well as any unincorporated properties not currently included within the above existing fire protection districts or the Basalt & Rural Fire Protection Districts will be included in the Consolidated Fire District (1).. I am thinking for the base case assumption that the Town of Vail Fire Department will not be included in the Consolidated Fire District although I might perform some modeling which would include the Town of Vail. I am also assuming that Eagle County Health Services District and Western Eagle County Ambulance District will not be a part of this consolidation study. (1) According to my preliminary calculations (and the 2010 Eagle County Abstract of Assessments) there is a considerable amount of rural property that is not currently included in any fire protection district as calculated below. • Eagle County Assessed Valuation $3,624,891,290 Deduct Basalt & Rural Fire . ( 291,442,130) Deduct Town of Vail (1,103,140,420) Deduct Greater Eagle Fire ( 289,185,000) Deduct Gypsum Fire ( 181,300,560) • Jr_ne 30, 2011 Page ii • Deduct Eagle River Fire (1,263,075,610) Deduct Beaver Creek Metro ( 401,732,210) Assessed Valuation Not Currently Included $95,015,360 • 1 Will contact the Fire Chiefs of the Eagle River, Greater Eagle , and Gypsum Fire Protection Districts and obtain the following information; • Current Budgets 1 • Current Audits • Current Capital Improvement Plans • Current Pay Scales (this is important because if Gypsum and Eagle pay scales are lower than Eagle River pay scales, then upon consolidation pay scales for Gypsum and Eagle would likely have to be increased, etc.). • Current outstanding long term bonded indebtedness or certificates of participation. • Current ideas, feelings and thoughts with respect to the Consolidated District. I 11 contact Jim Collins, Esq. and inquire about any legal issues associated with the Consolidated District (for example any outstanding bonds or certificates of p icipation would likely remain an obligation of each existing fire protection district). I 11 contact the Eagle County Assessor's Office and use the most current Assessed V uation estimates which will take into consideration the 2011 Reassessment. 1 w 1 develop several financial models based upon the Consolidated Fire District. These mo els will identify the mill levy required to support the Consolidated Fire District based up various assumptions. I w 1 draft a concise narrative summary, and perhaps a power point presentation, that will exp ain the financial models and other key issues, etc. - • June 30, 2011 Page iii • As discussed with Commissioner n Stavney, no attempt to address ISO rating issues, response times, or technical fare otection issues will be included within the scope of this study -- we are not qualified to erform this type of analyses. The scope of this analyses will be limited to developing preliminary financial analyses of the consolidation of the three previously mentioned fire protection districts (and perhaps some conceptual • analyses regarding the Town of Vail Fire Department). I am not quite sure how this fmancial analyses is going to develop and evolve. As begin my analyses certain ideas, concepts, and financial modeling ideas will come to mind. I am thinking that my fees will range from $6,500 to $7,900 (not to exceed) based upon my hourly rate of $140. Presentation meetings, if necessary, will be billed as additional work (1 will not charge for time driving from Denver to Eagle County, etc.). I would hope to have a good draft to you no later than the middle of September. Please review this proposal and if you have any ideas or comments I would be happy to revise this proposal accordingly. I look forward to working with you Stan Bernstein President, Stan Bernstein and Associates, Inc. • • • • i • t I i I`