HomeMy WebLinkAboutC12-086 RAE Consultants 9,i
AGREEMENT BETWEEN EAGLE COUNTY, COLORADO and RAE CONSULTANTS, INC.
This Agreement ( "Agreement ") dated as of this . r day of l,e4 , 2012, is
between the County of Eagle, State of Colorado, a body corporate and politic, Co i ty and RAE
Consultants, Inc. with a mailing address of Post Office Box 7639, Denver, Colorado 802107
( "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
1.1 The Consultant will provide the consulting services described in the "Consultant Work Scope"
attached hereto as Exhibit A and made a part hereof by this reference (hereinafter called "Consulting
Services ").
1.2 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 agreement date 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 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 satisfactorily completed, plus approved expenses
allowable under Exhibit A.
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 during the term of the agreement general liability, automobile
insurance, and unemployment and workman's compensation insurance on his/her behalf as
necessary. Comprehensive Automobile Insurance shall be carried in the amount of
$1,000,000 for bodily injury and $1,000,000 for property damage, each occurrence.
4. Remuneration:
4.1 For the Consulting Services provided hereunder, County shall pay to the Consultant an hourly
rate of $100 per hour, along with approved travel and related expenses as set forth in Exhibit A
hereto. Compensation under this Agreement shall not exceed four thousand nine hundred eighty
dollars ($4,980) without a signed amendment to this Agreement. 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: Ann Beauvais, RAE Consultants, Inc., P.O.
Box 7639, Denver, Colorado 80207 Facsimile: 207-
359 -8708
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 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.
113 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
(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
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 OF PAGE INTENTIONALLY LEFT BLANK //
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
• y:
RAE Consultants, nc.
LifigoAlle
B ' I s.a '7310(..h
Title: V /ems PQ'`'
STATE OF COLORADO )
ss
County of 'R. )
The foregoing was acknowledged before me this Z3 of TisRufta 20
by 1—k0WA1.6 •
Witness my hand and official seal.
My commission expires: 15 vcrV 20 t4
Notary ' ublic
LAUREN T. RUTHERFORD
NOTARY PUBLIC
STATE OF COLORADO
My Commission Expires 10/15/2014
EAGLE COUNTY RTA
GRANT MANAGEMENT ASSISTANCE
WINTER/SPRING 2012
Background
Contractor is being engaged by Eagle County to complete four tasks that will ensure
grant management files are consistent with FTA and State requirements.
The four tasks include: 1) finalizing grant files; 2) preparing and submitting a required
Disadvantaged Business Enterprise program and goal; 3) procurement bid document
preparation for the FTA State of Good Repair award; and 5) finalizing piggybacking
procurement documents.
Consultant Work Scope
Task 1— Ensuring grant files are up to date and complete
The consultant will be on site at the Eagle County RTA offices to go through ten grant
files identified by Eagle County, determine and locate missing information, and finalize
files in preparation for any upcoming CDOT and FTA site visits.
Timeframe: March 2012
Estimated Labor Hours: 12
Task 2 — DBE program and DBE triennial goal research and creation
The consultant will determine if Eagle County needs to prepare a DBE program and set a
Triennial DBE goal. Work will include speaking with FTA Region 8 staff to determine
necessary steps for compliance, reviewing recently implemented FTA DBE program
requirements, creating necessary DBE program/goal documents and submitting these
documents to FTA on behalf of Eagle County to comply with stated timelines.
Timeframe: February - April 2012
Estimated Labor Hours: 14
• Task 3 — State of Good Repair award procurement package preparation
The consultant will prepare an Invitation for Bid or Request for Proposal document for
Eagle County RTA to conduct a procurement process to purchase their State of Good
Repair capital award. Consultant will review award specifications and require assistance
from Eagle County RTA staff in preparing specifications and specialized requirements.
Timeframe: February - April 2012
Estimated Labor Hours: 12
1
Task 4 — Finalize locally funded On Board Surveillance project procurement
documents
The consultant will work both on site at the Eagle County RTA offices and remotely to
determine, locate, and document the necessary paperwork to finalize a piggyback
procurement process for on -board surveillance equipment.
Timeframe: March 2012
Estimated Labor Hours: 3
Travel:
Consultant proposes being on site at Eagle County offices on Monday March 19 and
Tuesday March 20 to complete Task 1 and partial work on Tasks 2 and 4.
Timeframe:
Work will begin in February 2012 on tasks 2 and 3 and the timeline to complete those
tasks is by April 2012. Tasks 1 and 4 will take place on site and be completed in March
2012.
Estimated Consultant Expense:
Consultant Time: $ 4,100.00 (41 hours @ $100)
• Labor hours for Tasks 1 -4 = 41 hours
Travel: $880.00
• $180 Airline Change Fee
• $150 for 7 meals (Sunday PM, Monday and Tuesday AM/PM)
• $350 for 3 nights lodging (Sunday, Monday and Tuesday)
• $200 for mileage (400 miles roundtrip from Colo. Springs x 0.50 /mile)
Summary Cost Estimate:
• Labor $ 4,100.00
• Travel $ 880.00
Total $ 4,980.00
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