No preview available
HomeMy WebLinkAboutC16-130 Vail Valley Trail ConnectionACREEMENT BETWEEN EAGLE COUNry, COLORADO AND "VAIL VALLEY TRAIL COI)INECTION TIIIS AGREEMENT ("Agreement") is effective as of the ,2O Aay of April,2016 by and between Vail Valley Trail Connection a Colorado nonprofit corporation (hereinafter "Conffactor") and Eagle County, Colorado, a body cor?orate and politic (hereinafter "County"). RECITALS WHEREAS, the Contractor will provide advocacy and planning for soft surface trails in Eagle County; and WIIEREAS, the parties acknowledge and agree that the Services (defined below) promote the health, safety and welfare of the people of Eagle County and are intended to provide services that could otherwise be performed by County directly; and WHEREAS, Contractor has elected to perform the Services on its own and County has, therefore, elected to compensate Contractor to perform the Services for the public to fulfill an important public purpose; and WHEREAS, compensation paid by County to Contractor enables Contractor to perform the Services for the public and County shall have no responsibility for the performance of the Services; and WHEREAS, County desires to enter into this Agreement with Contractor for the performance of the Services to the public which will directly support and sustain a healthy, environmentally and economically vital and socially diverse community; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph I hereof; and WHEREAS, this Agreement shall govem the relationship between Contractor and County in connection with the Services. A,GREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: l. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described in Exhibit A ("Services" or "Work") which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services and reports or other information required by County in accordance with the schedule established in Exhibit A. If no schedule is specified in Exhibit A, then Conffactor agrees to furnish the Services to the public in a timely and expeditious manner. consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. By: By:*-*-1,:*# Eagle C+tirt} Cilnnr6$o{i8fs' (}ff ,c€ Cagi{ C'r&nty Attorney's Offia€ C16-130 b. In the event of any conflict or inconsistency befween 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. 2. Counlv's Representative. The ECO Transit & Trails Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph I I hereof, shall continue in full force and effect through the 31st day of December',2016. County makes no representations concerning the possibility of future Agreements with Conhactor and Contractor should not rely on this Agreement being extended or renewed in the future. 4. Modifications. Any amendments or modifications shall be in writing signed by both parties. 5. Compensation. County shall compensate Conffactor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $5,000.00. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. If County is not satished with the completeness of a submitted invoice, County may request Contractor either revise the invoice or provide additional information. All invoices must be delivered as follows to ensure proper payment (via U.S. mail or e-mail): Jared Barnes ECO Transit & Trails PO Box 1070 3289 Cooley Mesa Road Gypsum, CO 81637 970-328-3528 i a rcd.ll nrt:.s"*&-c-dsl-qs-t:-qlt1]:, l l b. If, prior to payment of compensation or reimbursement for Services but after submission to County of a request therefore by Contractor, County reasonably determines that payment as requested would be improper because the Services were not performed as prescribed by the provisions of this Agreement, the County shall have no obligation to make such payment. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper becauss the Services for which payment was made were not performed as set forth in this Agreement or purposes for which payment was made were misrepresented, then upon written notice of such determination and request for reimburssment from County, Contractor shall forthwith retum such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. c. No additional services or work performed by Contractor shall be the basis for additional compensation. 2 Vail Valley'I'rail Connection - 2016 d. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to thc terms of this Agreement. e. Nofwithstanding anyhing to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 3l ofany year, without an appropriation therefor by County in 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-l-l0l et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Subcontractors. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. lnsurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense insurance appropriate for the type of Services it provides to the public. Such insurance may include, but not be limited to, workers compensation insurance as required by law; automobile coverage; commercial general liability or professional liability coverage. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. 8. Indemnification. Govemmental Immuniry and No Third Partv Beneficiaries. a. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Conhactor shall reimburse County for reasonable attomey fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage. liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. b. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. c. Enforcement of this Agreement and all rights and obligations hereunder are reseryed solely for the parties and not to any third party. This Agreement does no('and shall not be deemed or construed to confer upon or grant to any third party any right to claim damages or to bring any suit, action or other proceeding in connection with the Agreement. The parties acknowledge that the Services could otherwise be performed by the County but County has instead determined to provide financial support through compensation as set forth in paragraph 5. Such compensation by County enables Contractor to perform the Services for the public and County shall have no responsibility therefor. Because Contractor is delivering the Services to the public and not Eagle County, the public shall have no rights under this Agreement and may not make any claim against County in connection with this Asreement. 3 Vail Valley liail Connection - 2016 9. Documents. Documents and materials prepared by Contractor during the term of this Agreement shall be provided to County upon request and County shall have the right at no additional cos! to copy, use, re-use, publish, display, the documents and materials and prepare derivative works. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior wriften notice ofsuch change to the other party. COUNTY: Eagle County, Colorado Attention: Jared Barnes 3289 Cooley Mesa Road Post Office Box 1070 Gypsum, CO 81637 Telephone : 97 0 -328-3 528 E-Mail;Jared.-LlaryUia!?gggl-e-so1ll1!y.$.t CONTRACTOR: Vail Valley Trail Connection Attention: Rich Canoll PO Box 2841 Edwards. CO 81632 Telephone: 97 0-390-5994 E-Mail : ll j_c-lu:g1l_l!! Osg.11 s i$1. nql I l. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Confractor. Counfy shall pay Contractor only for Services satisfactorily performed to the date of termination. 12. Venue. Jurisdiction and Applicabls Law. 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. This Agreement shall be construed and interpreted under and shall be govemed by the laws of the State of Colorado. 13. Execution by Countemarts: Electronic Signatures. This Agreement may be executed in fwo or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for.execution of this Agreement. Only the following two forms of electronic signatures shall be permitted te bind the parties to this Agreement (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act. C.R.S. 24-71.3-l0l to 12l. 14. Other Contract Requirements and Contractor Representations. a' Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, 4 Vail Valley'Irail Connection - 2016 skill and diligence applicable to contractors performing similar services. Contactor shall comply with the highest standards of customer service to the public. Contractor shall"provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreerpent. This paragraph shall survive termination of this Agreement. b. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. c. Nothing contained in this Agreement shall be deemed to create a relationship of employer- employee, master-servant, partnership, joint venture or any other relationship befween County and Contractor except that ofindependent contractor. Contractor shall have no authority to bind Counfy. d. Contractor shall comply with any and all applicable laws, codes, rules and regulations and that is personnel are duly licensed, ifrequired, to perform the Services in Colorado. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Contractor shall not assign any portion of this Agree ment without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. g. No failure or delay by either party in the exercise ofany right hereunder shall constitute a waiver thereof. No waiver ofany breach shall be deemed a waiver ofany preceding or succeeding breach. h. The invalidity. illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. i. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. j The Contractor, ifa natural person eighteen (18) years ofage or older, hereby swears and afiirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. k. Contractor acknowledges that it is prohibited from using Eagle County funds to provide certain public benefrrts to undocumented individuals pursuant to C.R.S. 24.76.5-10l et. seq. l. Contractor shall comply at all times and in all respects with all applicable federal, state and local laws, resolutions and codes; and specifically, with the requirements of the Civil Rights Act of 1964 and Section 504 of the Rehabilitation Act concerning discrimination on the basis of race, color, gender, sex, sexual orientation, age, religion, national origin or disability. m. Contractor shall maintain, for a minimum of three (3) years, adequate financial and programmatic records for reporting to County on the performance of its responsibilities hereunder. Contractor shall be subject to financial audit by county auditors or their designees. Contractor authorizes County to perform audits or to make 5 Vail Valley 'frail Connection - 2016 inspections during normal business hours, upon 48 hours' notice to Contractor for the purpose of evaluation its performance under this Agreement. Contractor shall cooperate.fully with County. n. The recitals set forth above are'incorporated herein by reference. 15. Prohibitions on Government Contracts. As used in this Section |5, the term undocumented individual will refer to those individuals from foreign countries notlegallywithintheUnitedStatesassetforthinC.R.S.8-17.5-101, et.seq. lfContractorhasanyemployeesor subconfractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Confractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Contractor will panicipate in the E-verifo 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 under this Agreement. Contractor shall not: Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or Enter into a subconffact that fails to certif to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Contractor has confirmed the employrnent eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verifo 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: bftplfu uy.dhs.epv/xp rs!'!reilplacraqs/csl1_&5?? re z8-15-Q. shlm c. Contractor shall not use either the E-verifu program or other Department Program procedures to undertake pre-employment screening ofjob applicants while the public contract for services is being performed. d. lf Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notifr the subcontractor and County within three (3) days that Conhactor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual: and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) ofthe paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. 6 Vail Valley'lrail Conncction - ?016 u. e . Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undenaking pursuant to its authority established in c.R.s. 8- 17.5- r 02(5). f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notifu the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. IREST OF PAGE INTENTIONALLY LEFT BLANK] 7 Vail Valley Trail Conncction - 2016 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COI.'NTY OF EAGLE, STATE OF COLORADO,' By and Throug!,Ig COUNTY MANAGER CONTRACTOR: f"*s -de* t' VAIL VALLEY TRAIL CON}IECTION,r';zf,ff Print Name: Title: 8 Vail Valley Trail Connection - 2016 t. EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES, REPORTING REQUIREMENTS SCOPE OF SERVICES A. CONTRACTOR SHALL PERFORM OR PROVIDE THE FOLLOWINC SERVICES OR PROCRAMS TO THE PUBLIC: Contractor shall provide a completed Vail Valley Trails Master Plan for unincorporated EagleCounty which shall include: I . Prioritized list of sofr surface trail projects for the next I to 5 year planning timeline;2. Associated cost estimates for the hail projects; 3. Sponsor ofeach trail project, as applicable; 4. List of par-tners and approvals needed for each trail project; and5. current status of trail project at the tim€ of master plan completion. b. CONTRACTOR SHALL COMPLY WITH THE FOLLOWING SCHEDULE OR MILESTONES IN PERFORMANCE OF THE SERVICES: The updated Vail Valley Trails Master Plan shall be completed by December 31,2016. FEES The County shall reimburse the Contractor for time spent to completion the scope as outlined in section l, above. The amount shall not exceed $5,000,00 3nd shall be paid in a single invoice. CONTRACTOR SHALL BE REQUIRED TO SUBMIT THE FOLLOWING REPORTS TO COUNTY: The Contractor shall provide quarterly updates to the county on progress of the vail Valley Trails Master Plan update and completion. 9 Vail Valley'I'rail Connection - 2016 2. J.