HomeMy WebLinkAboutC23-330 K Lyons EnterprisesAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND K LYONS ENTERPRISES LLC THIS AGREEMENT (“Agreement”) is effective as of the _________________ by and between K Lyons Enterprises LLC, a Colorado limited liability company (hereinafter “Contractor”), and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, the County, through its Department of Human Services (“DHS”) works to promote the health, safety and welfare of County residents of all ages; and WHEREAS, the County uses outside providers and professionals to enhance the ability of County to promote such health, safety and welfare; and WHEREAS, the County desires to utilize Contractor to develop and revise internal guidelines and policies related to DHS’s Emergency Support Function #6, which concerns mass care and housing in the event of a widespread emergency such as a wildfire. WHEREAS, Contractor 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 Contractor and County in connection with the services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described in Exhibit A (“Services” or “Work”) 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. Contractor agrees to furnish the Services no later than December 31, 2023 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor 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. 2. County’s Representative. The Human Services Department’s designee shall be Contractor’s contact with respect to this Agreement and performance of the Services. DocuSign Envelope ID: AC971AC6-7C1E-4147-B462-F3AEB70ECCAD 10/16/2023 2 Eagle County HHS General Services Final 8/15/2022 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through the 31st day of December, 2023. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor 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, Contractor’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 Contractor 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 $11,900. Contractor 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. Invoices shall include a description of the Services performed. If County is not satisfied with the completeness of a submitted invoice, County may request Contractor to either revise the invoice or provide additional information. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. All invoices must be emailed to hhsaccountspayable@eaglecounty.us address to ensure proper payment. b. 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 Contractor 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, Contractor 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. c. All funds received by Contractor under this Agreement shall be or have been expended solely for the purpose for which granted, and any funds not so expended, including funds lost or diverted for other purposes, shall be returned to County. Contractor shall provide the County with progress reports upon County’s request; or Contractor shall furnish progress reports as more specifically set forth in the attached Exhibit A. d. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor 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 Contractor 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 DocuSign Envelope ID: AC971AC6-7C1E-4147-B462-F3AEB70ECCAD 3 Eagle County HHS General Services Final 8/15/2022 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. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor 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. Contractor shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. b. Other Requirements. i. The commercial general liability coverage as set forth above shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor’s certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. v. Contractor is not entitled to workers’ compensation benefits except as DocuSign Envelope ID: AC971AC6-7C1E-4147-B462-F3AEB70ECCAD 4 Eagle County HHS General Services Final 8/15/2022 provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County 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 Contractor or any of its subcontractors hereunder; including claims for bodily injury or personal injury including death or loss or damage to tangible or intangible property; and Contractor shall reimburse County for reasonable attorney fees and costs, 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 County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents (including electronic files) and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 10. 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 sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) 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: Megan Burch 500 Broadway Post Office Box 660 Eagle, CO 81631 Telephone: 970-328-8815 E-Mail: megan.burch@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONTRACTOR: K Lyons Enterprises, LLC Attention: Kathleen M. Lyons 435 32 Road, Unit 81 Clifton, CO 81520 DocuSign Envelope ID: AC971AC6-7C1E-4147-B462-F3AEB70ECCAD 5 Eagle County HHS General Services Final 8/15/2022 Telephone: 970-697-9142 E-Mail: klyonsenterprises@gmail.com 11. 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 Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. 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. 13. 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. [Rest of page intentionally left blank] DocuSign Envelope ID: AC971AC6-7C1E-4147-B462-F3AEB70ECCAD 6 Eagle County HHS General Services Final 8/15/2022 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 CONTRACTOR: K LYONS ENTERPRISES LLC, a Colorado limited liability company By: _____________________________________ Print Name: ______________________________ Title: ___________________________________ DocuSign Envelope ID: AC971AC6-7C1E-4147-B462-F3AEB70ECCAD Owner Kathleen Lyons 7 Eagle County HHS General Services Final 8/15/2022 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES 1. PURPOSE: Eagle County Department of Human Services (“DHS”) provides a wide array of State & Federally mandated services to ensure the safety and stability of the most vulnerable populations in Eagle County. In addition, DHS is the lead agency for EMERGENCY SUPPORT FUNCTION #6 MASS CARE, HOUSING AND HUMAN SERVICES under Eagle County’s Emergency Operations Plan. DHS has identified portions of the team’s workload and projects requiring additional resources to complete at a high-level of quality and impact. To achieve the required results, consultant services will be required covering a range of skills, local community knowledge, and ongoing project expertise. DHS is contracting with the consultant to provide services outlined below. 2. CONSULTANT RESPONSIBILITIES: Emergency Support Function #6 > Develop/revise DHS internal guidelines/procedures which support emergency response related to ESF-6 including written documentation of the DHS response framework, and roles and responsibilities. > Identify and develop tools to provide efficient and effective information before, during and after a disaster including a chart of identified shelter locations, their characteristics, and overall shelter capacity, updated contact list, job aides, registration and tracking sheets, etc. >Serve as the Eagle County ESF6 and DHS representative in the West Mountain Regional COAD, increase Eagle River Valley partners engagement in the COAD, support COAD outreach efforts. > Develop a training and exercise plan that advances employee competencies. Identify opportunities to incorporate ESF 6 (Mass Care and Sheltering) objectives into drills and exercises. > Assist in additional EOC related activities, documentation, or assessments. > Identify potential funding sources and apply for/access as directed. Total to be invoiced = up to $11,600 3. FEES AND COMPENSATION: Total value of the current scope of services = not to exceed $11,900 County shall pay Contractor on a monthly basis. Work to be invoiced based on scope completed within the month prior. Any required travel will be compensated at a cost of mileage at .655 cents per mile, up to $300. DocuSign Envelope ID: AC971AC6-7C1E-4147-B462-F3AEB70ECCAD 8 Eagle County HHS General Services Final 8/15/2022 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: AC971AC6-7C1E-4147-B462-F3AEB70ECCAD 1001486 132849.14 04-13-2022 INSR LTR TYPE OF INSURANCE ADD INSD SUB WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY)LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC OTHER: EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence)$ MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident)$ BODILY INJURY (Per person)$ BODILY INJURY (Per accident)$ PROPERTY DAMAGE (Per accident)$ $ UMBRELLA LIAB OCCUR EXCESS LIAB CLAIMS-MADE DED RETENTION $ EACH OCCURRENCE $ AGGREGATE $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER STATUTE OTH- ER $ E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CANCELLATION E-MAIL ADDRESS: CONTACT NAME: PHONE (A/C, No, Ext): FAX (A/C, No): INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : PRODUCER INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD AUTHORIZED REPRESENTATIVE A Y 96-E1-G222-4 09/01/2023 09/01/2024 1,000,000 300,000 5,000 1,000,000 2,000,000 2,000,000 LEILA@WILLCOMERFORD.COM LEILA MARTINEZ 970-328-4000 970-328-4956 State Farm Fire and Casualty Company 25143 COMERFORD INSURANCE AGENCY, INC PO BOX 4079 EAGLE, CO 81631 K LYONS ENTERPRISES LLC 435 32 RD UNIT 81 CLIFTON, CO 81520 ADDITIONAL INSURED: EAGLE COUNTY PO BOX 850 EAGLE, CO 81631 Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. DocuSign Envelope ID: AC971AC6-7C1E-4147-B462-F3AEB70ECCAD