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HomeMy WebLinkAboutC81-006 Donald WalkerCONTRACT BETWEEN `%. THE COUNTY OF EAGLE, STATE OF COLORADO AND DONALD V.H. WALKER CONSULTING SERVICES - HUMAN RESOURCES COUNCIL - COUNTY HOUSING AUTHORITY THIS CONTRACT, made and entered into this .day of February, 1981, by and between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners, hereinafter referred to as the "County", and Donald V.H. Walker of the commercial and inves t- lftw� ment real estate firm Bittner, Joyce and Walker, Inc., herein- after referred to as "Walker". WHEREAS, the County has the legal authority pursuant to §§ 30-11-101 and 30-11-107, respectively, C.R.S. 1973, as amended, to enter into agreements in relation to the property and concerns necessary to the exercise of the County's corporate or administrative powers; and WHEREAS, pursuant to § 29-4-501 et seq., C.R.S. 1973, as amended, the County is empowered to authorize the establish- ment of a County Housing Authority within Eagle County to provide housing facilities for agricultural and other low Nqwowl income workers and their families; and WHEREAS, the County has studied the purpose, objectives and economic feasibility of establishing a County Housing Authority and have determined that the creation of a County Housing Authority is a necessary step in addressing the present county's housing problem relative to the elderly population in the County; and WHEREAS, the County is in need of the services of a consultant possessing the skills and ability required with on respect to negotiations and acquisition of a site for an Elderly Housing Project; and WHEREAS, after the submittal and review of bids from qualified applicants, the County desires to retain Walker as the consultant to provide those certain services referred to herein. NOW, THEREFORE, for and in consideration of the mutual covenants, conditions and promises contained herein, the parties hereto agree hereby as follows: SECTION ONE SCOPE OF WORK \%0001 Walker shall in the scope of his work pursuant to this contract provide the requisite skills and ability in the negotiations and acquisition of a site for an Elderly Housing Project which shall include, but not limited,to the following, and which shall be rendered in the following phases, to wit: A. Phase I: 1. Preliminary contact with identified property owners; 2. Obtention of preliminary evaluations and review thereof, appraisers' fees excepted; 3. Preliminary negotiations with property owners; and `ft01 4. Preparation of written final report setting forth Walker's conclusions and recommendations relative to the work performed in this Phase I and the formal presentation of same to the County at public meeting. The parties hereto fully understand and acknowledge that the scope of work to be performed in Phase I excludes appraisal, planning and/or engineering services. N%M00' -2- B. Phase II: 11"MV Final negotiations on identified site to include rn review of final appraisal (appraisal fees excepted), review of engineering and surveying if necessary, recommendations and draft outline of agreement with property owner for acquisition, ordering of all documents required for closing, preparation of closing statements, and closing. The parties hereto fully understand and acknowledge that the Scope of Work to be performed in Phase II excludes preparation of final legal documents and review of such documents for their legal sufficiency. SECTION TWO COMPLETION STAGES Walker shall complete the work specified in Phase I of the scope of work referred to in Section One hereinabove not later than four (4) months from the date of execution of this contract. Upon satisfactory completion of Phase I, the County shall make a determination as to whether it desires to proceed with Phase II of the Scope of Work as outlined in Section One hereinabove. In the event that the County determines to proceed with Phase II, a supplemental 11%w� contract shall be entered into by the parties hereto which shall set forth any and all additional provisions relative to Phase II which are not specified nor identified in this contract document. In the event that the County desires, for any reason whatsoever, not to proceed with Phase II, this contract shall terminate and shall be of no further force and effect upon the satisfactory performance by the parties hereto of their respective duties, obligations and responsibilities relative to Phase I. The parties hereto mutually agree that -3- Phase II is expressly contingent upon the County's approval S"Upi to proceed therewith upon satisfactory completion of Phase I by Walker. SECTION THREE COMPENSATION AND SCHEDULE THERETO a) The total fee to be charged by Walker for the performance of Phase I of this contract shall not exceed seven thousand five hundred dollars ($ 7,500.00). The method of payment for Phase I shall be as follows: -Fifty percent (50%) of the fee for Phase I shall be due and payable upon the execution of this contract; -Fifty percent (50%) of the fee for Phase I shall be due and payable upon the County's receipt of Walker's final written report relative to said phas e . b) The total fee to be charged by Walker for the performance of Phase II of this contract shall not exceed nine thousand dollars ($ 9,000.00). The method of payment for Phase II shall be as follows: -Fifty percent (50%) of the fee for Phase II shall '*MV/ be due and payable upon the execution of a supple- mental contract stating the County's approval in Walker proceeding with Phase II pursuant to the terms specified therein. -Fifty percent (50%) of the fee for Phase II shall be due and payable upon Walker's final written recommendation to the County to proceed with the drafting of a contract for purchase,and closing. -4- N.,,1 '"M r c) The fees referred to hereinabove include therein reasonable expenses which may be incurred by Walker in the performance of this contract, i.e. travel within the State of Colorado, lodging, meals, postage, typing and reproduction, materials and supplies, long distance telephone calls, etc. In the event Walker incurs extraordinary expenses not reason- ably foreseeable in the performance of his duties pursuant to this contract, Walker shall submit to the County on a form as approved by the County, an itemization and substantiation of such extraordinary expense. Such extraordinary expense shall not be reimbursed by the County unless expressly agreed to and authorized by the County in writing. d) Each request for payment pursuant to the method of payment specified in subsections a and b, respectively, of this Section Three shall be pursuant to an invoice submitted by Walker to the County. If applicable, such invoice shall include a substantiation and itemization of the services rendered and expenses incurred. Payment on approved invoices shall be made within fifteen (15) days of receipt of the respective invoice. e) The fees referred to hereinabove are only a maximum amount and do not represent a commitment or guarantee on the part of the County to pay such amount unless the final invoice submitted for each respective phase substantiates said maximum amoun t . f) The fees referred to hereinabove shall be binding upon Walker and shall not be exceeded unless expressly agreed to by the County in writing. No additional costs, expenses and/or charges entailed by Walker in the performance of this contract shall be reimbursed by the County unless expressly authorized by the County in writing. -5- g) Notwithstanding the foregoing, if during Phase II N%&*V of the contract, Walker determines, and the County approves in writing to such determination, that an exchange of pro- perties is required in order to acquire an adequate site, the total maximum fee for both phases ($ 16,500.00) shall be increased 35%. Such increase shall be due and payable upon approval of such exchange of properties by the County, and upon submittal of Walker's final written recommendation to proceed with the drafting of a contract for exchange of properties,and closing. h) The fees referred to hereinabove shall not be contingent upon final purchase of property by the County. SECTION FOUR GOVERNING LAW This contract shall be subject, generally, to all applicable provisions of the rules and regulations of the County of Eagle, Colorado, and the laws of the United States and the State of Colorado and the rules and regulations issued pursuant thereto. SECTION FIVE TERMINATION a) This contract may be terminated in whole or in part in writing by either party in the event of substantial failure by the other party to fulfill its obligations under this contract through no fault of the terminating party: PROVIDED, that no such termination may be effected unless the other party is given (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate and (2) an opportunity for consultation with the terminating party prior to termination. M Me b) This contract may be terminated in whole or in part in writing by the County for its convenience: PROVIDED, that Walker is given (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate and (2) an opportunity for consultation with the terminating party prior to termination. c) If termination for default is effected by the County, Walker shall be compensated for the services performed satis- factorily (as determined by the County) to the date of termination: PROVIDED, HOWEVER, that no payment shall be allowed for antici- pated profit on unperformed services or other work, and any payment due to Walker at the time of termination may be adjusted to the extent of any additional costs occasioned to the County by reason of Walker's default. If termination for default is effected by Walker, or if termination for convenience by the County, Walker shall be compensated for the services performed prior to termination. d) Upon receipt of a termination action pursuant to subsections a and b, respectively, hereinabove, Walker shall (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to the County all data, reports, summaries and 11%� such other information and materials as may have been accumulated by Walker in performing this contract whether completed or otherwise. e) Notwithstanding the foregoing, any default or breach of this contract is subject to legal remedies in addition to any contractual or administrative measures. SECTION SIX CHANGES a) Neither Walker nor the County shall implement any changes in the Scope of the Work set forth in this contract arm without prior written approval of the other respective 1114� party thereto. Any proposed changes in the Scope of the Work herein shall be submitted to the other respective party S" O/ d■r' in writing. Payment to Walker for additional work because of a change in the Scope of the Work provided herein shall be negotiated at the time of the anticipated change and it shall be mutually agreed to by amending this contract. SECTION SEVEN SUBCONTRACTS a) Any subcontractors and outside associates or consultants required by Walker in connection with the services covered by this contract will be limited to such individuals or firms as are specifically authorized by the County during the performance of this contract. Any substitutions in or additions to such subcontractors, associates, or consultants will be subject to the prior approval of the County. b) Walker shall pay any and all subcontractors retained by him pursuant to this contract in full and shall provide to the County certification that said payment has been so made prior to final settlement of this contract between the parties hereto. SECTION EIGHT LIABILITY Walker agrees to save, hold harmless and indemnify the County, its officers, employees and servants from any claim, loss, damage, defense of claim of litigation, or liability arising from the performance of Walker pursuant to this contract. 10 SECTION NINE ADDITIONAL CONDITIONS a) Financial obligations of the County payable after the current fiscal year are expressly contingent upon funds for the purposes set forth herein being appropriated, budgeted or otherwise made available. b) Except as otherwise provided herein, any notice, approval, acceptance, request, bill, demand or statement hereunder from either party to the other shall be in writing and shall be deemed to have been given upon the mailing of said notice by United States certified, first class mail, postage pre -paid, and addressed to the parties at the respective addresses as shall appear herein or upon a change of address pursuant to this notice provision. c) This contract supersedes all negotiations, conver- sations or discussions heretofore had between the parties related to this contract. d) Walker shall not assign, transfer, convey, pledge or otherwise dispose of this contract without the prior written consent of the County. e) Any covenant, condition or provision herein contained that is held to be invalid by any Court of competent jurisdiction shall be considered deleted from this contract, but such deletion shall in no way affect any other covenant, condition or provision herein contained so long as such deletion does not materially prejudice the respective parties hereto in the respective rights and obligations contained in the valid covenants, conditions or provisions of this contract. f) All covenants, conditions and provisions in this contract shall extend to and bind the legal representatives, successors and assigness of the respective parties hereto. g) The captions or headnotes on articles or sections of this contract are intended for convenience and reference purposes only and in no way define, limit or describe the scope or intent thereof, or of this contract nor in any way affect this contract. IN WITNESS WHEREOF, the parties hereto have entered into this contract as of the date first above written. COUNTY OF EAGLE, STATE OF COLORADO By and Through its BOARD OF COUNTY COMMISSIONERS ATTEST: By: Dale F. Gr'ant,-Chairinan P.O. Box 850 Eagle, Colorado 81631 Telephone: 328-7311 �`''� By Jerk of the rd o County Commissioners DONALD V.H. WALKER BITTN JOYCE AND WALKER, INC. WITNESSED: I ANEW onald V.H. Wa er 1877 Broadway, Suite 406 Boulder, Colorado 80302 447-9080 -10-