HomeMy WebLinkAboutC13-062 RAE Consultants AgreementAGREEMENT BETWEEN EAGLE COUNTY,COLORADO and RAE CONSULTANTS,LNC.
This Agreement (“Agreement11)dated as of this day of fl ,2013,is
between the County of Eagle,State of Colorado,a body corporate and politic,County and RAE
Consultants,Inc.with a mailing address of Post Office Box 7639,Denver,Colorado $02107
(“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 “RAE Consu]tants,Inc.
Scope of Work”attached hereto as Exhibit A and made a part hereof by this reference (hereinafier
called “Consulting Services”).The Consulting Services are generally described as providing
assistance to Eagle County RTA to ensure that all grant-funded capital items and projects meet the
federal Transit Administration (F TA)and State procurement requirements.Consultant will
complete tasks 2.2,3.1 and 3.2 only upon written direction of Eagle County’s contract representative.
To the extent the terms and conditions of this Agreement may conflict with Exhibit “A,”the
terms and conditions of this Agreement shall control.If no completion date is specified in
Exhibit A,Consultant agrees to furnish the Consulting Services in a timely and expedition
manner consistent with the applicable professional standards of care.
1.2 The Consultant agrees that Consultant will not knowingly enter into any consulting arrangements
with third parties that will conflict in any maimer 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.
DL’
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 li 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 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 for each task
as set forth in Exhibit A hereto.Compensation under this Agreement shall not exceed six
thousand dollars ($6,000)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 for completed tasks
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,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 during any term of this Agreement without an
appropriation therefore 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.§29-1-101 et seq.)and the TABOR Amendment
(Colorado Constitution,Article X,Sec.20).
4.4 The signatories to this Agreement aver to their knowledge,no employee of the County
has any personal or beneficial interest whatsoever in the service or property described in this
Agreement.The Consultant has no interest and shall not acquire any interest,direct or indirect,
that would conflict in any matter or degree with the performance of Consultant’s services and
Consultant shall not employ any person having such known interests.
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 fmal payment is made to Consultant or upon earlier termination
of this Agreement.
6.Indemnification:
6.1 Within the limits allowed by law,Consultant shall indenmily County for,and hold and defend
the County and its officials,boards,officers,principals and employees hannless 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 P0 Box $50 Eagle,
CO $1631
(b)Consultant:Ann Beauvais,RAE Consultants,Inc.,P.O.
Box 7639,Denver,Colorado $0207 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 sanie.
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.
11.3 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:
(1)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 F-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:
C.The Consultant shall not use either the F-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 (1)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.$.§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
z%%
-:Keith Montag
RAE Consultants,Inc.
By:
Title:
STATE Of1Ll&
)ss
County of _fl ._)
e foregoing was acknowledged before me this
_____
day of4,20L3
by [,{fl,
Witness my hand and official seal.
My commission expires:aI to1
Notary Public
Victoria N.JordanNotaryPubJj
y
Eagle County RTA dba ECO Transit
2013 Grant Management Technical Assistance
RAE Consultants,Inc.Scope of Work
EXHIBIT A
Background:
Eagle County RTA is seeking consultant assistance to complete four tasks that will ensure grant funded
capital items and projects meet Federal Transit Administration (FTA)and State procurement requirements
for process and documentation.
The tasks are defined in further detail below.Tasks 2.2,3.1,and 3.2 are subtasks that may or may not need to
be completed depending on various factors that are not fully known at this time.Each subtask is broken out
and can be contracted based on details determined at a later date.
Project Approach and Deliverables:
Task 1:Oversee Regional Paratransit Software Joint Procurement Process
Northwest Colorado Council of Governments (NWCCOG)and Eagle County RIA have both been awarded
FTA funds from the Colorado Department of Transportation (CDOT)for the purchase of paratransit
scheduling software and hardware.The agencies have chosen to enter into a regional joint procurement
process to obtain the necessary hardware and software that meets both their agencies and the region’s needs.
The Consultant will be required to review and edit the previously created Request for Proposal (RFP)
document to ensure it meets all federal and State guidelines.Once finalized,the Consultant will also
complete all procurement process requirements and oversight tasks to include independent cost estimate,
appropriate advertisement,receipt and response to questions/clarifications,evaluation,price analysis,award,
and file documentation.The first portion of this task,which is to review and finalize the existing RFP is an
immediate priority and must be completed in early March.The procurement process will then be conducted
from March through June.
Task 2:State of Minnesota Paratransit Bus Cooperative Procurement
There are many agencies in Colorado that have been awarded 2013 through 2015 F TA and State FASTER
funds to purchase paratransit size vehicles (small cutaway buses)as replacements of or expansions to their
fleets.Until recently,CDOT has conducted the procurement process for the purchase of cutaways and transit
agencies have purchased directly off the CDOT contract.
CDOT currently does not have a statewide contract in place to purchase cutaway buses and is in the process
of conducting a one year statewide bus procurement that will be limited to the lowest bid option due to using
an Invitation for Bid (If 3)process.The lowest bid option is of concern to many transit agencies,including
ECO Transit,because the vendor who has been awarded the low bid contract in recent years,lntermountain
Coach,has not delivered a suitable product or timely warranty service.
There is a potential for ECO Transit,as well as numerous other transit agencies in the State,to purchase off
an existing State of Minnesota Paratransit Bus Contract.In order for this to be determined a viable option,
ECO Transit requires assistance in reviewing the documents and conversing with the necessary FTA and
State stakeholders.Work is to begin immediately in March and continue until necessary completion of
Subtasks 2.1 and 2.2 (as needed).
Subtask 2.1:Review Documents and Agency Outreach
The consultant is to review the State of Minnesota contract and related procurement documents to
make sure the contract meets both FTA and State purchasing requirements.Discussions with any
pertinent F TA,State and vendor staff will also be required.In addition,the Consultant will work
with ECO Transit staff to determine if the buses provided for purchase under this contract are indeed
the buses ECO needs for their service.
In addition,because there has been previous talk of ECO Transit leading a statewide joint paratransit
bus procurement process,the Consultant will also contact other transit agencies in the state to
determine interest in both the State of Minnesota and an ECO led procurement process.If the
contract is determined a non-viable purchasing option,it is foreseeable that the Consultant may be
asked,through a scope amendment,to assist ECO in leading and conducting a statewide joint
purchase paratransit bus procurement.
Subtask 2.2:State of Minnesota Piggyback
If the Consultant determines through subtask 2.1 that using the State of Minnesota contract is viable,
the Consultant will be required to obtain all the necessary documentation and complete a
piggybacking process to order vehicles that meets FTA and State requirements.
Task 3:On-Board Video Surveillance Procurement
ECU Transit needs to procure locally funded On-Board Video Surveillance Equipment.It is unknown at this
time if ECU can find an existing contract to piggyback off of or if a full-blown procurement process will
need to be conducted.Therefore,there are two subtasks proposed,only one will be implemented based on
whether an appropriate piggybacking option can be located.Work is to begin in April or May and continue
until necessary completion of Subtasks 3.1 or 3.2 as needed.
Subtask 3.1:Develop Specifications and Related Procurement Documents I Conduct
Procurement Process
The Consultant will be required to work with ECU Transit staff to develop specifications and create
related solicitation documents (IFB,RFP)that meet all applicable procurement requirements.Once
finalized,the Consultant will also complete all procurement process requirements and oversight
tasks to include independent cost estimate,appropriate advertisement,receipt and response to
questions/clarifications,evaluation,price analysis,award,and file documentation.
Subtask 3.2 Oversee Piggybacking Process
If ECU Transit can locate a viable contract to piggyback off of,the Consultant will be required to
obtain all the necessary documentation and complete a piggybacking process to order on board
video surveillance equipment that meets applicable procurement requirements.
Task 4:Section 5304 Study Procurement Solicitation Review and Procurement Process Oversight
Eagle County has received fTA funds from CDUT to conduct a planning study.The Consultant will be
required to review and edit the previously created Request for Proposal (RFP)document to ensure it meets all
Federal and State guidelines.Once finalized,the Consultant will also complete all procurement process
requirements and oversight tasks to include independent cost estimate,appropriate advertisement,receipt and
response to questions/clarifications,evaluation,price analysis,award,and file documentation.The task is to
be completed April through June.
Timeline:
Work on the project can begin March 4,2013.All tasks are expected to be completed in a six month time
period.
Cost Proposal:
Ann Beauvais TOTAL
BILLING RATE:$100.00
LABOR EXPENSES
TASK
1.0 NWCCOG/Eagle County Joint Proc.15 $1,500.00
2.0 State of Minnesota Bus Contract
2.1 Review Docs /Agency Outreach 15 $1,500.00
2.2 Piggyback Process Oversight 5 $500.00
3.0 On Board Video Surveillance Proc.
3.1 Full Procurement Process 15 $1,500.00
3.2 Piggyback Process Oversight 5 $500.00
4.0 5304 Procurement 10 $1,000.00
SUBTOTAL,LABOR EXPENSES:
TASKS 1.0;21;2.2;3.1;4.0 60 $6,000.00
SUBTOTAL,LABOR EXPENSES:
TASKS 10;2.1;3.1;4.0 55 $5,500.00
SUBTOTAL,LABOR EXPENSES:
TASKS 1.0;2.1;2.2;3.2;4.0 50 $5,000.00
SUBTOTAL,LABOR EXPENSES:
TASKS 1.0;2.1;3.2;4.0 45 $4,500.00
DIRECT_EXPENSES
None 0
TL...PROJECT COST:
TASKS 1.0;2.1;2.2;3.1;4.0 $6,000.00
TOTAL PROJECT COST:
TASKS 1.0;2.1;3.1;4.0 $5,500.00
TOTAL PROJECT COST:
TASKS 1.0;2.1;2.2;3.2;4.0 $5,000.00
TOTAL PROJECT COST:
TASKS 1.0;2.1;3.2;4.0 $4,500.00
