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HomeMy WebLinkAboutC99-063 Henderson Associatesff 9 - 63 -, 03
CONTRACT FOR PROFESSIONAL SERVICES
This contract is made this 7 day of , 1999, between /41WA�-
AjgEL-� , with its/his/her principal office located at 2J25 4-W &"& Co
{"Contractor"), and Eagle County, a body corporate and politic, acting through its Regional ff0 3 - 4 3 al
Transportation Authority ("ECO"), with offices located at Benchmark Plaza #204, 48 E. Beaver
Creek Boulevard, Avon, Colorado.
A. ECO is in the business of operating a transit system providing point to point service in
portions of the Eagle County. In the conduct of its business, ECO desires to have the Contractor
facilitate a retreat with its Board, alternates and support staff from the member entities, in order
to develop a Strategic Plan update ("Update"). The retreat is scheduled for April 28 and a half
day on April 29, 1999, in Glenwood Springs, Colorado.
B. The purpose of the retreat is to review the existing Strategic Plan and discuss ECO
existing routes, possible new routes, transit issues and both short and long term range plans. The
Update will be to the existing ECO Strategic Plan.
In consideration of the mutual promises set forth in this contract, it is agreed by and
between the parties as follows:
SECTION ONE
NATURE OF WORK
1.1 Contractor agrees to familiarize him/herself with the ECO organization prior to
the retreat; to familiarize him/herself with ECO's existing Strategic Plan; to facilitate the 1 1/2 day
retreat; to amass information and input gathered at the retreat and present a draft copy of the
Update to the ECO Director; to work with the ECO Director as a resource during the
development of the draft Update; to provide a 3 1/2" computer disc to ECO which contains the
draft Update in Microsoft@ format.
Update:
1.2 Contractor agrees to provide, at a minimum, the following components to the
1. Vision Statement (Revised, if necessary)
2. Mission Statement (Revised, if necessary)
3. List of Critical Objectives
4. List of Outcomes to measure Objectives
5. Issues and Opportunities
6. Strategies to "Accomplish"
SECTION TWO
PLACE OF WORK
2.1 It is understood that the Contractor's services will be rendered at the place of
ECTRA's choosing in Glenwood Springs on April 28 and 29, 1999. Other work will be done at
the place of the Contractor's choosing, but that the final Plan will be delivered to ECO at its
office in Avon, Colorado. It is further understood that Contractor will, on request, come to the
ECO office or such other places designated by ECO, to meet with representatives of ECO during
the course of his/her work under this contract.
SECTION THREE
TIME DEVOTED TO WORK
3.1 With the exception of required attendance at the 1 1/2 day retreat, in the
performance of the services, the hours Contractor is to work on any given day will be entirely
within Contractor's control, and ECO will rely upon Contractor to put in such number of hours as
is reasonably necessary to fulfill the spirit and purpose of this Contract.
SECTION FOUR
PAYMENT
4.1 ECO will a Contractor a flat fee of 1 ( Zm o to provide services
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according to this contract. ECO will pay for the Contractor's lodging and meal costs for the one
and a half -day retreat in April. All other costs of the Contractor will be the responsibility of the
Contractor.
SECTION FIVE
DURATION
5.1 The parties hereto contemplate that Contractor will provide the draft Update to
ECO by May 19, 1999. Extension of this deadline will be permitted for good cause.
SECTION SIX
ADDRESSES OF PARTIES
6.1 For purposes of notification and contact, the parties addresses are:
F)
ECO:
If Delivered:
Attn.: Jim Shrum, Director
Benchmark Plaza #204
48 East Beaver Creek Boulevard
Avon, Colorado 81620
Contractor
If Delivered:
44r; U. k4w(ersw,
N4ttd,Prw,-A- AssoGre,-re j
nrn- bar-tey Aw. .
4*ade-i , CO 8030 3
If Mailed:
Attn.: Jim Shrum, Director
Post Office Box 1564
Avon, Colorado 81620-1564
If Mailed:
14,11dLIOMAK-
4.e�-PrSOVL kyooa-rri
Bxddie P, 60 ?0,303
SECTION SEVEN
RELATIONSHIP OF PARTIES
7.1 The parties intend that an independent contractor -employer relationship will be
created by this Contract. ECO is interested only in the results to be achieved, and the conduct
and control of the work will lie solely with Contractor. Contractor is not to be considered an
agent or employee of ECO or of Eagle County for any purpose, and the employees and
subcontractors of Contractor are not entitled to any of the benefits that ECO or Eagle County
provides for their employees. It is understood that ECO and Contractor agree they are not
entering into an exclusive contract and both parties may enter into contracts with others.
SECTION EIGHT
LIABILITY
8.1 The work to be performed under this contract will be performed entirely at
Contractor's risk, and the Contractor assumes all responsibility for all equipment used in
performance of this Contract.
8.2 Contractor agrees to indemnify and hold harmless ECO and the County with
respect to any claims, liability or judgments resulting from acts or omissions of Contractor or
Contractor's subcontractors, officers, employees, agents or volunteers in performing the services
required by this Contract.
8.3 ECO agrees to indemnify and hold harmless Contractor to the extent allowed by
law with respect to any claims, liability or judgments resulting from ECO or the County's failure
to perform its obligations under this Contract.
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SECTION NINE
WORK PRODUCT PROPERTY
9.1 Contractor agrees that the draft Update and any changes to it will be the property
of ECO.
SECTION TEN
ENTIRE AGREEMENT; SEVERABILITY
10.1 Contractor and ECO agree that all material contained in ECO's Request for
Proposals ("RFP") and Contractor's response to the RFP, as well as Exhibits A, B, and C are
incorporated into this Contract and become a part of this Contract. Other than the RFP and
Contractor's RFP response, this is the entire Contract between the parties and any other
representations made are not a part of this Contract.
10.2 If a Court of competent jurisdiction finds any provision of this Contract void or
unenforceable, such provision may be considered severed and the remainder of the Contract shall
be construed as if the void or unenforceable provision is omitted.
SECTION ELEVEN
MISCELLANEOUS
11.1 Neither the Contract, nor any interest nor claim may be assigned by the Contractor
without prior written approval of ECO.
11.2 Any amendments to this Contract must be in writing and signed by both parties.
11.3 Contractor covenants that for the term of this Contract no director, officers, or
representatives of ECO or of Eagle County during his/her tenure or for one year thereafter shall
have any interest, direct or indirect, in this contract or the proceeds thereof.
11.4 Notwithstanding anything to the contrary contained in this Contract, ECO shall
have no obligations under this Contract, nor shall any payment be made to Contractor in respect
of any period after any December 31 of each calendar year during the term of this Contract,
without an appropriation therefor by the County in accordance with a budget adopted by the
Board of County Commissioners in compliance with the provisions of Article 25 of Title 30 of
the Colorado Revised Statutes, the Local Government Budget law (C.R. S. §29-1-101 et seq. ),
and the TABOR Amendment (Constitution, Article X, Sec. 20).
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11.5 Venue for any action brought by either of the parties to this Contract is in District
Court in Eagle County, Colorado.
11.6 If a dispute between the parties arises under this Contract and results in litigation,
the parties agree that the prevailing party shall be entitled to recover all reasonable costs incurred
in the defense or prosecution of such action, including staff time, costs, attorney fees and all
claim -related expenses.
11.8 This Contract shall be binding on, and inure to the benefit of the Contractor and
the County and their respective heirs, legal representatives, executors, administrators, successors
and assigns. This Contract may not be relied upon by any third party as the basis for a claim.
11.9 The Contractor agrees to comply with all applicable laws, resolutions and codes
of the State of Colorado and Eagle County.
IN WITNESS WHEREOF, the parties have executed this Contract.
A T TEST:
Clerk t .1 zg ounty Regional
Trarspo,tation Authority
GARABWIMACILTTAMN
EAGLE COUNTY, COLORADO, by and through
the EAGLE COUNTY TRANSPORTATION
AUTHORITY
By:
hairman,
Eagle County Re onal Transportation
Authority (ECO)
My: �_Ie
(Print name, -title)
Contractor
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DISTRIBUTION
Originals to:
1. Contract 11,0ok-, ( 4Y
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4.
Codes to:
1. Accounting
2.
3.
4.