HomeMy WebLinkAboutC23-257 Gregory Van Wyk
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
GREGORY VAN WYK
THIS AGREEMENT (“Agreement”) is effective as of August 10, 2023, by and between Gregory Van
Wyk (hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic
(hereinafter “County”).
RECITALS
WHEREAS, Gregory Van Wyk recently resigned his position of Jail Captain after a distinguished
nineteen-year career with the Eagle County Sheriff’s Office; and
WHEREAS, the Eagle County Sheriff’s Office would like to retain Gregory Van Wyk as a consultant to
assist the command staff and Attorney’s Office in operational and pending litigation during the transition
to new jail leadership in order to take advantage of Gregory Van Wyk’s institutional knowledge, expertise
and background; and
WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill,
expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and
WHEREAS, this Agreement shall govern the relationship between Consultant and County in connection
with the Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and
County agree as follows:
1. Services. Consultant agrees to diligently provide all services, labor, personnel and materials
necessary to perform and complete the services described in Exhibit A (“Services”) which is attached
hereto and incorporated herein by reference. The Services shall be performed in accordance with the
provisions and conditions of this Agreement.
a. Consultant agrees to furnish the Services in accordance with the schedule established in
Exhibit A. If no completion date is specified in Exhibit A, then Consultant agrees to furnish the Services
in a timely and expeditious manner consistent with the applicable standard of care. By signing below
Consultant represents that it has the expertise and personnel necessary to properly and timely perform the
Services.
b. 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.
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c. Consultant agrees that it will not enter into any consulting or other arrangements with
third parties that will conflict in any manner with the Services.
2. County’s Representative. The Eagle County Sheriff and Undersheriff shall be Consultant’s
contact with respect to this Agreement and performance of the Services.
3. Term of the Agreement. This Agreement shall commence upon the date first written above, and
subject to the provisions of paragraph 12 hereof, shall continue in full force for one (1) year.
4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any
obligations hereunder be waived, except by agreement signed by both parties. No additional services or
work performed by Consultant shall be the basis for additional compensation unless and until Consultant
has obtained written authorization and acknowledgement by County for such additional services in
accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the
parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services,
and no claim that County has been unjustly enriched by any additional services, whether or not there is in
fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder.
In the event that written authorization and acknowledgment by County for such additional services is not
timely executed and issued in strict accordance with this Agreement, Consultant’s rights with respect to
such additional services shall be deemed waived and such failure shall result in non-payment for such
additional services or work performed.
5. Compensation. County shall compensate Consultant for the performance of the Services in a sum
computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement
shall not exceed $30,000. Consultant shall not be entitled to bill at overtime and/or double time rates for
work done outside of normal business hours unless specifically authorized in writing by County.
a. Payment will be made monthly for Services.
b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall
be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up
thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses
shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant.
Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically
approved in writing by County.
c. If, at any time during the term or after termination or expiration of this Agreement,
County reasonably determines that any payment made by County to Consultant was improper because the
Services for which payment was made were not performed as set forth in this Agreement, then upon
written notice of such determination and request for reimbursement from County, Consultant shall
forthwith return such payment(s) to County. Upon termination or expiration of this Agreement,
unexpended funds advanced by County, if any, shall forthwith be returned to County.
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d. 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.
e. 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 of any year, without an appropriation therefor 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).
6. 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 or additional 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. County shall have the right (but not the
obligation) to enforce the provisions of this Agreement against any sub-consultant hired by Consultant
and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and
omissions of its agents, employees and sub-consultants or sub-contractors.
7. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i)
personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii)
when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their
respective addresses listed below, or (iv) when transmitted via e-mail with confirmation of receipt. Either
party may change its address for purposes of this paragraph by giving five (5) days prior written notice of
such change to the other party.
COUNTY:
Eagle County, Colorado
Attention: Sheriff Van Beek
885 Chambers
Post Office Box 359
Eagle, CO 81631
Telephone: 970-328-8500
E-Mail: james.vanbeek@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
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Post Office Box 850
Eagle, Co 81631
Telephone: 970-328-8685
E-Mail: atty@eaglecounty.us
CONSULTANT:
Gregory Van Wyk
New address
5706 Foxbury Dr
Oak Ridge NC 27310
Telephone: 970-393-7634
E-Mail: greg@foxburywoodworks.com
8. Termination. County may terminate this Agreement, in whole or in part, at any time and for any
reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written
notice to the Consultant. County shall pay Consultant for Services satisfactorily performed to the date of
termination.
9. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to
this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado,
which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and
interpreted under and shall be governed by the laws of the State of Colorado.
10. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the
same instrument. The parties approve the use of electronic signatures for execution of this Agreement.
Only the following two forms of electronic signatures shall be permitted to bind the parties to this
Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the
image of the signature of an authorized signer inserted onto PDF format documents. All documents must
be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform
Electronic Transactions Act, C.R.S. 24-71.3-101 to 121.
11. Other Contract Requirements.
a. Consultant shall be responsible for the completeness and accuracy of the Services,
including all supporting data or 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 performing similar services.
Consultant represents and warrants that it has the expertise and personnel necessary to properly perform
the Services. This paragraph shall survive termination of this Agreement.
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b. 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.
c. This Agreement constitutes an agreement for performance of the Services by Consultant
as an independent contractor and not as an employee of County. Nothing contained in this Agreement
shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture
or any other relationship between County and Consultant except that of independent contractor.
Consultant shall have no authority to bind County.
d. Consultant represents and warrants that at all times in the performance of the Services,
Consultant shall comply with any and all applicable laws, codes, rules and regulations.
e. This Agreement contains the entire agreement between the parties with respect to the
subject matter hereof and supersedes all other agreements or understanding between the parties with
respect thereto.
f. Consultant shall not assign any portion of this Agreement without the prior written
consent of the County. Any attempt to assign this Agreement without such consent shall be void.
g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all
rights and obligations hereunder are reserved solely for the parties, and not to any third party.
h. No failure or delay by either party in the exercise of any right hereunder shall constitute a
waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding
breach.
i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision hereof.
j. The signatories to this Agreement aver to their knowledge, no employee of the County
has any personal or beneficial interest whatsoever in the Services or Property described in this
Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner
or degree with the performance of the Services and Consultant shall not employ any person having such
known interests.
12. Data Security.
a. Definitions:
i. “County Data” means all data created by or in any way originating with County
and End Users, and all information that is the output of any computer processing, or other electronic
manipulation, of any information that was created by or in any way originating with County and End
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Users, in the course of using and configuring the Services provided under this Agreement, and includes
all records relating to County’s use of Contractor Services and Protected Information.
ii. “End User” means the individuals (including, but not limited to employees,
authorized agents, students and volunteers of County; Third Party consultants, auditors and other
independent contractors performing services for County; any governmental, accrediting or regulatory
bodies lawfully requesting or requiring access to any Services; customers of County provided services;
and any external users collaborating with County) authorized by County to access and use the Services
provided by Contractor under this Agreement.
iii. “Protected Information” includes, but is not limited to, personally-identifiable
information, student records, protected health information, criminal justice information or individual
financial information and other data defined under C.R.S. §§ 24-72-101 et seq., and personal information
that is subject to local, state or federal statute, regulatory oversight or industry standard restricting the use
and disclosure of such information. The loss of such Protected Information would constitute a direct
damage to the County.
iv. “Security Incident” means the potentially unauthorized access by non-authorized
persons to personal data or non-public data the Contractor believes could reasonably result in the use,
disclosure or theft of County Data within the possession or control of the vendor. A Security Incident
may or may not turn into a data breach.
b. During the course of Contractor's performance of the Work, the Contractor may be
required to maintain, store, process or control County Data. The Contractor represents and warrants that:
i. Contractor will take all reasonable precautions to maintain all County Data in a
secure environment to prevent unauthorized access, use, or disclosure, including industry-accepted
firewalls, up-to-date anti-virus software, and controlled access to the physical location of the hardware
containing County Data;
ii. Contractor’s collection, access, use, storage, disposal and disclosure of County
Data shall comply with all applicable data protection laws, as well as all other applicable regulations and
directives;
iii. Contractor will notify County of any Security Incident as soon as practicable, but
no later than 24 hours after Contractor becomes aware of it;
iv. Contractor will provide information sufficient to satisfy County’s legal and
regulatory notice obligations. Upon notice of a Security Incident, County shall have the authority to
direct Contractor to provide notice to any potentially impacted individual or entity, at Contractor’s
expense, and Contractor shall be liable for any resulting damages to County.
v. Where Contractor has been contracted to maintain, store or process personal
information on behalf of the County, it shall be deemed a “Third-Party Service Provider as defined in
C.R.S. § 24-73-103(1)(i), and Contractor shall maintain security procedures and practices consistent with
C.R.S §§ 24-73-101 et seq.; and
vi. Contractor will promptly return or destroy any County Data upon request from
the County Representative.
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c. Contractor’s indemnification obligations identified elsewhere in this Contract shall apply
to any breach of the provisions of this Paragraph.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its COUNTY
MANAGER
By: ______________________________
Jeff Shroll, County Manager
CONSULTANT
By: _____________________________________
Gregory VanWyk
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EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES
Consultant shall be on retainer for a period of one (1) year to answer calls and/or questions from the Eagle
County Sheriff’s Office Command Staff; including but not limited to, the Sheriff, Undersheriff, and Jail
Commander. Additionally, Consultant shall answer calls and/or questions from the Eagle County
Attorney’s Office regarding any current or threatened litigation or other legal matters. Although no set
specific hours per month are required herein, it is anticipated that Consultant will be providing
approximately ten (10) hours average a month for the Services. It is anticipated that the Services will be
provided remotely by telephone or electronic meeting. In the event the parties agree to in-person Services
during the Term, Consultant shall be entitled to his costs and expenses of travel; including airfare and
lodging. Such costs of travel will be addition to the Compensation herein and will not be subject to the
cap set forth in Section 5.
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