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HomeMy WebLinkAboutC11-178 Inter-Mountain Engineering LtdAGREEMENT FOR SURVEYING SERVICES BETWEEN EAGLE COUNTY, COLORADO AND INTER -MOUNTAIN ENGINEERING, LTD. THIS AGREEMENT for Professional Services ("Agreement") is effective as of June 1, 2011 by and between Inter -Mountain Engineering, Ltd. (hereinafter "Consultant") and Eagle County, Colorado (hereinafter "County"). RECITALS WHEREAS, County is considering the purchase of property located at 18231 Hwy 131, Bond, Colorado (the "Property"); and WHEREAS, Consultant has experience, skill and expertise in surveying real property; and WHEREAS, the parties wish to enter into this Agreement to set forth their mutual understanding concerning the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: i) Services. Consultant agrees to furnish all services, labor, personnel and materials necessary to perform and complete an ALTA survey of the land located at 18231 Highway 131, Bond, Colorado (hereinafter the "Services"). Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable professional standard of care. The survey shall be provided to County no later than July 1, 2011. This Agreement shall commence on the date first written above and, subject to the provisions of paragraph eight hereof, shall continue in full force and effect until the Services are satisfactorily completed. 2) Compensation. County shall compensate Consultant for the performance of the Services in an amount not to exceed three thousand nine hundred dollars ($3,900) ("Compensation'). Consultant shall submit an invoice or other documentation as may be required by County. All invoices shall include detail regarding the hours spent, tasks performed and who performed each task and such other detail as County may request. Invoices shall be sent no later than the 20'h day of each month and County shall pay for Services satisfactorily performed within thirty (30) days of submittal of complete invoice(s) by Consultant. 3) Additional Services. Any services in addition to the Services ("Additional Services") shall be performed by Consultant only upon the written request of County. 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 the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the perform the Services. 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. Unless otherwise agreed to in writing, Consultant agrees to provide and maintain, at Consultant's sole cost and expense, the following insurance coverage: a) Workers' Compensation as required by law. b) Automobile Coverage. c) General Liability Coverage with limits of liability not less than $1,000,000 per occurrence; $1,000,000 for bodily injury and property damage and $1,000,000 aggregate limits. d) Professional Liability Insurance with limits of liability of not less than $1,000,000 per occurrence. 6) Indemnification. To the fullest extent permitted by law, Consultant agrees to indemnify, defend and hold harmless Eagle County, its officers, directors, agents and employees, (collectively, "County indemnitees") 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 bind and character ("Claims") to the extent actually caused by or attributable to .(in whole or in part) the performance or non- 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; and Consultant shall reimburse County for any and all expenses, including attorney fees, incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. The indemnity and hold harmless provisions of this Agreement shall survive expiration or termination hereof. County and Consultants hereby certify and agree that the indemnity and hold harmless provisions of this Agreement have been freely and mutually negotiated. 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 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 Attention: Diane Mauriello 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8692 Facsimile: 970-328-8699 Consultant: Inter -Mountain Engineering, Ltd. Attention: Duane Duke Fehringer PO Box 978 Avon, CO 81620 Telephone: 970-949-5072 8) Termination. Either party may terminate this Agreement at any time and for any reason, with or without cause, with seven (7) calendar days' prior written notice to the other party. On termination of this Agreement, County shall pay to Consultant :as payment in full for all labor, work and services performed, all materials supplied, and expenses incurred by Consultant the agreed compensation for all Services and approved Additional Services satisfactorily performed by Consultant under this Agreement up to the effective 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. 10) General Conditions. a. Consultant shall be responsible for the completeness and accuracy of the Services and any Additional 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 Services or Additional Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services and Additional 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. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services. b. Consultant 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. By executing the Agreement, Consultant confirms that the time limitations set forth herein are reasonable period(s) for performing the Services. 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 represents and warrants that at all times in the performance of the Services Consultant shall comply with any and all applicable laws, codes, rules and regulations. e. Consultant and its employees are not entitled to workers' compensation benefits through the County. Consultant is solely responsible for necessary and adequate workers' compensation insurance and shall be responsible for withholding and paying all federal and state taxes. The Consultant and its employees are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by an entity other than County. The Consultant hereby acknowledges full and complete liability for and shall timely pay all taxes imposed by any federal, state or local taxing authority on all payrolls and compensation of its employees and subcontractors and any other taxes, fees and charges levied against Consultant on account of this Agreement. f. This Agreement constitutes an agreement for the performance of work and services by Consultant as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master - servant, partnership, joint venture or any other relationship between County and Consultant except that of independent contractor. Consultant shall have no authority to bind County or to approve any Additional Services, unless specifically approved by County in writing. g. 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. Consultant shall not assign any portion of this Agreement without the prior written consent of County. h. 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. L 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. j. Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female and the neuter, and vice versa. k. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. 13} Prohibitions on Government Contracts. If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. § 8-17.5- 101, et seg., regarding illegal Aliens — Public Contracts for Services, and this Contract. By 4 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: hgR://www.dhs.aov/xpreyprot/programs/gc 11852216'78150.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 ECHDA 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 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 _V ay of rune, 2011. EAGLE COUNTY, COLORADO: County Manager INTER -MOUNTAIN ENGINEERING, LTD. By: Du a Duke Fehringer