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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 PY 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. 3 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). 4 LJ 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 r , d DISTRIBUTION Originals to: 1. Contract 11,0ok-, ( 4Y I`l 4. Codes to: 1. Accounting 2. 3. 4.