No preview available
HomeMy WebLinkAboutC12-418 Parametrix Group AgreementAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND PARA.METRIX GROUP, LLC. FOR PLANNING AND PERFORMANCE MEASUREMENT THIS AGREEMENT for Professional Services ( "Agreement ") is made and entered into effective as of the I V' day of December, 2012 by and between Eagle County, Colorado a body corporate and politic (hereinafter "County") and Parametrix Group, LLC (hereinafter "Consultant" or "Contractor "). RECITALS WHEREAS, County is seeking assistance with planning and performance measurement for Eagle County Health and Human Services ("HHS') (the "Project'); and WHEREAS, Consultant represents that it is a Hawaii limited liability company authorized to do business in Colorado; and WHEREAS, Consultant has represented that it has the expertise and skill necessary to perform the Services as defined below in Section 1 and to assist with the development of materials for Eagle County Health and Human Services and that it has the personnel necessary to timely perform as set forth herein; and WHEREAS, County desires to hire Consultant to perform the Services defined in Section 1 below; and WHEREAS, Consultant and County intend by this Agreement to set forth the scope of the responsibilities of the Consultant in connection with the Services (as defined below) and related terms and conditions to govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW THEREFORE, based upon the above recitals and consideration set forth herein the parties agree as follows: 1) Services a) Consultant agrees to furnish all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit A ( " Services ") in connection with the Project for County. If no completion date is specified in Exhibit 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. Consultant further C` - ` 1 represents and warrants the Services shall comply with any and all applicable laws, codes, rules and regulations. In the event the Services relate to property owned by other federal, state or local governmental entities, or a public utility or other third party, Consultant agrees to comply with any additional terms and conditions required by applicable laws, codes, rules and regulations. b) Any revision, amendment or modification of this Agreement shall be valid only if in writing and signed by all parties. Except as may be expressly altered by the amendment, all terms and conditions of this Agreement shall control. 2) Compensation a) For the Consultant's Services provided hereunder, County shall pay to the Consultant a fee not to exceed $4,000.00 (the "Compensation "). Consultant shall not be entitled to recover any reimbursable expenses or out of pocket costs under this Agreement. Consultant will not be entitled to bill at overtime and/or double time rates for work done outside 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. b) The Consultant shall submit one invoice to the County by March 31, 2013, detailing the Services performed by Consultant. If the County is not satisfied with the completeness of the invoice, the County may request Consultant to either revise the invoice or provide additional information. The Compensation set forth in Section 2 a) above shall be paid in one payment upon completion of and acceptance of Consultant's Services and within thirty days of receipt of Consultant's complete invoice, provided that all of Consultant's insurance certificates on file with County are current. c) 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. Original invoice with accompanying support documentation should be forwarded to: Rachel Oys Eagle County Government P.O. Box 660 500 Broadway Eagle, Colorado 81631 -0660 Email: Rachel.oys @eaglecounty.us d) If, prior to payment of compensation or reimbursement for services but after submission to County of a request therefore by Consultant, 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 after or during the Term or after termination of this Agreement as hereinafter provided or expiration of this Agreement, County reasonably determines that any payment theretofore paid by County to Consultant was improper because the services for which payment was made were not performed as prescribed by the provisions of this 2 Agreement, then upon written notice of such determination and request for reimbursement from County, Consultant shall forthwith return such payment to County. Upon termination of this Agreement as hereinafter provided or expiration of the Term, any unexpended funds advanced by County to Consultant shall forthwith be returned to County. e) 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 in respect of any period after December 31 st of the calendar year of the Term of this Agreement, without the written approval in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of 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 County shall have no responsibility for any additional services unless an amendment approving such additional services is agreed to in writing by the parties. 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. 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 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 Project. 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. 5) Insurance Unless otherwise agreed to in writing by Consultant agrees to provide and maintain, at Consultant's sole cost and expense, the following insurance coverage: a) Workers' Compensation with policy limits as required by law. b) Commercial Auto Coverage with limits of not less than $1,000,000 each accident combined Bodily Injury and Property Damage Liability insurance, including coverage for owned, hired, and non -owned vehicles and shall list as Eagle County as an additional insured. c) Commercial General Liability with limits of liability of not less than $1,000,000 per occurrence; $1,000,000 for bodily injury and properly damage liability; $1,000,000 for personal injury; and $1,000,000 in annual aggregate limits. Consultant shall list County as an additional insured. 6) Indemnification The Consultant shall indemnify and hold harmless County and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County or any of its officers, agents, or employees 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 Consultant or any of its subcontractors or sub - consultants hereunder; and Consultant shall reimburse County for any and all attorney fees, 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 the County is solely liable to such third party for such claims without regard to the involvement of the Consultant. 7) Ownership of Documents All documents prepared by Consultant in connection with Consultant's performance under this Agreement shall become the property of County and Consultant shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term "documents" shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or subcontractor in connection with the performance of the Services under this Agreement). 8) 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, or (iv) when sent via facsimile transmission so long as the sending party can provide a facsimile machine 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. 4 9) Eagle County Government Attn: Rachel Oys P.O. Box 660 500 Broadway Eagle, Colorado 81631 -0660 Phone: 970 -328 -8858 Termination CONTRACTOR: Parametrix Group, LLC 2495 Liliuokalani St. Kilauea, HI 96754 Phone: 808- 828 -0873 County may terminate this Agreement, in whole or in part, for any reason, at any time, with or without cause. Any such termination shall be effected by delivery to Consultant of a written notice of termination specifying the date upon which termination becomes effective. In such event, Consultant shall be compensated for all Services satisfactorily completed up to the date of termination for such Services. In the event the Consultant files for bankruptcy or is declared bankrupt or dissolves, County may declare in writing that this Agreement is immediately terminated, and all rights of Consultant and obligations of County are terminated, except payment of accrued but unpaid fees as set forth in this Section 9. 10) General Conditions a) Consultant represents that its professional personnel are, and covenants that its professional personnel shall at all times remain, duly licensed as may be required by applicable law to perform the Services within the applicable jurisdiction(s). b) Consultant shall be responsible for the completeness and accuracy of the Services, including all Services performed by sub - consultants and 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. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the 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. c) 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. d) 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). Venue shall be in the Fifth Judicial District for the State of Colorado. e) Consultant shall 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. 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.goy /xprevprot /pro r ams /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. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO By and through its County Manager am P. Wntag, County CONSULTANT Parametrix Group, LLC, a Hawaii limited liability company By: —)00 - 7 Its: STATE OF County of ) ss The f egoin was acknowledged before me this day of 2012 by TOXI leokc' Witness my hand and official seal. 3/ Mycommissionexpires: L ,9 I-f"N A A Notary Public 0 .............C' NOTARY PUBLIC No. 2000-474.1-' q 8 Parametrioup, LLC lowo Proposed Scope of Work for Eagle County Health and Human Services Submitted to Rachel Oys, Executive Director Eagle County Health and Human Services Submitted by Jodi Drisko, MSPH President, Parametrix Group, LLC FEIN: 27- 2109462) Paremetra Group, LLC 249 5 Liiu*deni St Kilauea, HI96754 Phone; 808.828.0873 Cet 808.652.4392 ma8: ddskoj otmail tm Scope of Work purpose is to assist Eagle County with planning and performance measurement. Time frame: December 2012 - March 2013. Task 1: Review existing County documents including the most recent strategic plan, department work plans, alignment plan and County Commissioner priorities. Review plans to become familiar with documents, content and current approach to planning. Task 2: Work with the Assistant County Manager to develop an overarching framework to align all documents. Discuss all the plans. Determine which areas are applicable to all departments and how best to develop a common plan across departments and still integrate individual department - specific plans. Deliverable: Plan framework or outline. Task 3: identify appropriate performance measures for department programs /activities and population measures. Work with Assistant County Manager and others, as needed to identify and /or develop performance measures to monitor departments' achievement of priority activities. Deliverable: Performance measures for each department (3 -5 key measures per department). Task 4: Identify performance measures to be used for a dashboard or report card for public viewing. Determine criteria for performance measure reporting to the general public. Select from the department performance measures which measures will be reported. Determine what other measures are of public importance. Deliverable: Performance measures for the public audience. Compensation: Estimated hours = 50 Hourly rate = $80 Total compensation = an amount not to exceed $4,000 9