HomeMy WebLinkAboutC12-228 Valley Home Store AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
EAGLE COUNTY, COLORADO
AND
THE VALLEY HOME STORE, LLC
THIS AGREEMENT for Professional Services ( "Agreement ") is effective retroactive to the first day
of January, 2010 by and between The Valley Home Store, LLC a Colorado limited liability company
(hereinafter "Consultant ") and Eagle County, Colorado a body corporate and politic (hereinafter
"County ").
RECITALS
WHEREAS, County currently owns Sunridge Apartment, Unit D204, Avon, Eagle County,
Colorado and desires assistance in managing and selling that property; and
WHEREAS, County desires assistance in the management of its deed restriction on Miller Ranch
properties and such other units that County may hold a deed restriction on from time to time; and
WHEREAS, County desires assistance in the management of its downpayment assistance program;
and
WHEREAS, Consultant has the skill and expertise to provide services to County.
AGREEMENT
1) Services. Consultant agrees to furnish all services, labor, personnel and materials necessary to
perform and complete the services described in Exhibit A ( "Services "). If no completion date is
specified in Exhibit A, Consultant agrees to furnish the Services in a timely and expeditious
manner consistent with the applicable professional standard of care. 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. The parties hereto may make changes to the scope of the Services and the compensation
payable to Consultant only by mutual written agreement.
2) Compensation.
a) As Compensation for the Services Consultant may retain all rent collected by it during its
management of Sunridge Apartment, Unit D204, less maintenance, association dues and
expenses, and any other expenses related to management of said property.
b) Consultant shall collect and use the administrative fees as provided for in the Miller Ranch
Deed Restriction recorded at reception number 855028 in the real property records of Eagle
County, Colorado.
c) Consultant shall retain the aforementioned compensation subject to adequate performance as
determined by the County.
d) Notwithstanding anything to the contrary contained in this Agreement, County shall have no
obligations under this Agreement after, nor shall any payments be made to Consultant in
respect of any period after December 31 without an appropriation therefore by County in
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accordance with a budget adopted by the Board of County Commissioners in compliance
with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget
Law (C.R.S. § 29 -1 -101 et seq.) and the TABOR Amendment (Colorado Constitution,
Article X, Sec. 20).
3) Additional Services. Any services in addition to the Services ( "Additional Services ") shall be
performed by Consultant only upon the written request of County. Orders for Additional
Services shall be on the form attached hereto as set forth in Exhibit _B and shall be acknowledged
by County and Consultant in writing, prior to any such work identified as Additional Services is
performed by Consultant. Failure by Consultant to obtain written authorization and
acknowledgement by County for Additional Services shall result in non - payment for any such
Additional Services or work performed. Except as otherwise agreed in writing by Consultant
and County, all Additional Services shall be subject to the terms and conditions of this
Agreement.
4) Assignment & Sub - consultants. Consultant acknowledges that County has entered into this
Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant
shall not enter into any sub - consultant agreements for the performance of any of the Services or
Additional Services without County's prior written consent, which may be withheld in County's
sole discretion. County shall have the right in its reasonable discretion to approve all personnel
assigned to perform Services during the performance of this Agreement and no personnel to
whom County has an objection, in its reasonable discretion, shall be assigned. Consultant shall
require each sub - consultant, as approved by County and to the extent of the Services to be
performed by the sub - consultant, to be bound to Consultant by the terms of this Agreement, and
to assume toward Consultant all the obligations and responsibilities which Consultant, by this
Agreement, assumes toward County. County shall have the right (but not the obligation) to
enforce the provisions of this Agreement against any sub - consultant hired by Consultant and
Consultant shall cooperate in such process.
5) Insurance. Consultant agrees to provide and maintain, at Consultant's sole cost and expense
adequate insurance during the term of this Agreement to include Workers' Compensation as
provided by law, commercial general liability insurance and professional liability insurance.
6) Indemnification. To the fullest extent permitted by law, Consultant agrees to indemnify, defend
and hold harmless County, its officers, directors, agents and employees, from and against any
and all claims, demands, losses, liabilities, damages, disbursements, obligations, fines, penalties,
costs, expenses (including, but not limited to, reasonable attorneys' fees and costs) and costs of
every kind and character to the extent caused by the performance of the Services (including any
Additional Services) provided by Consultant and its agents, employees, sub - consultants and /or
suppliers, and /or any negligent or otherwise wrongful statement, act or omissions of Consultant
or any person or entity under Consultant's control.
7) Notices. All notices or other communications made pursuant hereto shall be in writing and shall
be deemed properly delivered, given or served (i) when personally delivered, or (ii) two (2)
calendar days after being deposited in the United States mail, certified or registered, postage
prepaid, return receipt requested, (iii) when delivered by FedEx or other comparable courier
service, charges prepaid, to the parties at their respective addresses listed below their signatures,
or (iv) when sent via facsimile so long as the sending party can provide a facsimile machine or
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other confirmation showing the date, time, and receiving facsimile number for the transmission.
Either party may change its address for the purposes of this paragraph by giving five (5) days
prior written notice of such change to the other party.
County:
Eagle County Housing Department
Attention: Jill Klosterman
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970- 328 -8773
Facsimile: 970- 328 -8787
And a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8685
Facsimile: 970 - 328 -8699
Consultant:
The Valley Home Store
Attention: Kim Bell Williams
25 Mill Loft Suite 200
Edwards, CO 81632
Telephone: 970- 328 -8776
Facsimile: 970 - 328 -8782
8) Term and Termination.
a) This Agreement is effective retroactive to January 1, 2010 and all acts performed by
Consultant between that date and date of execution of this Agreement are hereby ratified and
approved by County.
b) This Agreement shall remain in effect for one year and shall renew automatically for one
year terms unless earlier terminated.
c) Either party may terminate this Agreement at any time and for any reason with seven (7)
calendar days' prior written notice to the other party. On termination of this Agreement,
County shall pay to Consultant for all Services performed through the date of termination.
9) Venue and Jurisdiction. Any and all claims, disputes or controversies related to this Agreement,
or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall
be the sole and exclusive forum for such litigation.
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10) General Conditions.
a. 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 or Additional Services, and shall correct, at its sole expense, all
significant errors and omissions therein. The fact that the County has accepted or approved the
Consulting Services shall not relieve Consultant of any of its responsibilities. 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. The parties hereto anticipate that decisions shall be
made in a consensual manner.
b. Each of the Exhibits referred to herein and attached hereto is an integral part of this
Agreement and is incorporated herein by reference.
c. This Agreement shall be construed and interpreted under and shall be governed and enforced
according to the domestic laws of the State of Colorado (without reference to the doctrine of
conflicts of law).
d. Consultant shall pay all taxes imposed by any federal, state or local taxing authority on
account of this Agreement.
e. Consultant shall have no authority to bind County or to approve any Additional Services,
unless specifically approved by County in writing.
f. This Agreement contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes all other agreements or understandings between the parties with
respect thereto.
g. This Agreement may not be amended or supplemented, nor may any obligations hereunder
be waived, except by a written instrument signed by the party to be charged.
h. Consultant shall not assign any portion of this Agreement without the prior written consent
of County.
i. This Agreement and the covenants contained herein shall be binding upon and shall inure to
the benefit of the parties hereto and their respective permitted assigns and successors -in- interest.
j. No failure or delay by either party in the exercise of any right given to such party hereunder
shall constitute a waiver thereof. No waiver of any breach of any agreement or provision
contained herein shall be deemed a waiver of any preceding or succeeding breach thereof or of
any other agreement or provision contained herein.
k. The invalidity, illegality or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision hereof.
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11) Prohibitions on Government Contracts.
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 Services
or Additional Services under this Contract.
A. Consultant shall not:
(i) Knowingly employ or contract with an illegal alien to perform Services or
Additional Services under this contract for services; or
(ii) Enter into a contract with a subcontractor that fails to certify to 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 Services or Additional Services 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/prograrns/gc 1185221678150.shtm
C. 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 Consultant obtains actual knowledge that a subcontractor performing work under
the public contract for services knowingly employs or contracts with an illegal alien,
Consultant shall be required to:
(i) Notify the subcontractor and County within three days that 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 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. 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
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undertaking pursuant to its authority established in C.R.S. § 8- 17.5- 102(5).
F. If Consultant violates these prohibitions, 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, Consultant shall be liable for actual and consequential
damages to County as required by law.
G. County will notify the office of the Colorado Secretary of State if Consultant violates
this provision of this Contract and County terminates the Contract for such breach.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the VI day ofj j VL4 L• ,
2012. �J
EAGLE COUNTY, COLORADO
By and through its Board y a s y
Commissio
frAG B �/
OF <F
�'o Peter F. Runyon, Chairman
ATTEST: w l
•
., *
By: ,' • .. .60°
Clerk to the Board
/ e ) %A. i11, THE VALLEY HOME STORE, LLC
By its .. aging Membe, agle County
Hous g . d Developm) t Authority
By: ALA 1 • --
Jon S e
ey, Commi ioner
Eagl: ty Housing and Development
Autho y
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EXHIBIT A
Agreement For Professional Services
(Services)
Consultant shall provide the following Services to County:
1. Manage any tenant issues for Sunridge Apartment Unit D204
2. List, market and show for sale Sunridge Apartment Unit D204
3. Assist and manage the sale process and closing of Sunridge Apartment
Unit D204
4. Identify and approve tenants and manage rental and property management
of Sunridge Apartment Unit D204
5. Make timely payment of all association, maintenance, or other expenses
associated with Sunridge Apartment Unit D204
6. Manage deed restrictions held by Eagle County to include but not be
limited to Miller Ranch, Brett Ranch, Riverwalk, Red Draw, Bluffs and
Stratton Flats.
7. Administration of the Down Payment Assistance Program
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EXHIBIT B
Amendment No.
Agreement for Professional Services
The Valley Home Store ( "Consultant ") and Eagle County, Colorado ( "County ") are parties to a
contract dated ( "Contract ") and wish to amend the Contract as follows:
A. Consultant has been requested to perform and agrees to perform the following Additional
Services:
[Insert Services}
B. The compensation for said Additional Services shall be billed as follows: [Insert payment
terms]
maximum of $
Except as expressly amended or modified herein, the Contract shall remain unmodified and
in full force and effect.
This Amendment is executed on the day of , , at
, Colorado.
Eagle County, Colorado: CONSULTANT:
By: By:
Its: Its:
Dated: Dated:
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