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HomeMy WebLinkAboutC24-221 Hector Fernando Burga Ph.D.AGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND HECTOR FERNANDO BURGA Ph.D. THIS AGREEMENT (“Agreement”) is effective as of ________________ by and between Hector Fernando Burga Ph.D. a qualitative research consultant (hereinafter “Consultant”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, Consultant will deliver qualitative research methods training focused on the experience and capacity building of Latino residents in Eagle County, CO., both remotely and via in person sessions conducted at 500 Broadway, Eagle, CO 81631 (the “Property”); 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 or Work. Consultant 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. Consultant agrees to furnish the Services no later than the 1st day of April, 2025 and 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. 2. County’s Representative. Eagle County Public Health and Environment Department’s designee shall be Consultant’s contact with respect to this Agreement and performance of the Services. DocuSign Envelope ID: D984A153-C13B-442D-B278-CCCF5D05A97A 5/9/2024 2 Eagle County 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 1st day of April, 2025. 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 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 $49,972. 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 for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. (Please see Exhibit A for payment schedule). 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 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. c. 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. d. 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 March 30th 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 DocuSign Envelope ID: D984A153-C13B-442D-B278-CCCF5D05A97A 3 Eagle County General Services Final 8/15/2022 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. 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 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. Consultant 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 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 subcontractor 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 subcontractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. 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 automobile and commercial general liability coverage 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. Consultant’s certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or DocuSign Envelope ID: D984A153-C13B-442D-B278-CCCF5D05A97A 4 Eagle County General Services Final 8/15/2022 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. Consultant is not entitled to workers’ compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Consultant 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 Consultant or any of its subcontractors hereunder; and Consultant 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 Consultant. 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 Consultant 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 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: Faviola Alderete 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-1121 E-Mail: faviola.alderete@eaglecounty.us DocuSign Envelope ID: D984A153-C13B-442D-B278-CCCF5D05A97A 5 Eagle County General Services Final 8/15/2022 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: Hector Fernando Burga 748 North 3rd Street, Apt. 400 Minneapolis MN, 55401 (202) 487-8794 E-Mail: hfburga@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 Consultant. Upon termination of this Agreement, Consultant 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 Consultant 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. 14. Other Contract Requirements and Consultant Representations. a. Consultant has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Consultant will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. DocuSign Envelope ID: D984A153-C13B-442D-B278-CCCF5D05A97A 6 Eagle County General Services Final 8/15/2022 c. To the extent possible, Consultant has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Consultant has given County written notice of all conflicts, errors, or discrepancies. e. Consultant shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. 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 contractors performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Consultant shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. 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. g. 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. h. 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. i. 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. j. 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. k. 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. DocuSign Envelope ID: D984A153-C13B-442D-B278-CCCF5D05A97A 7 Eagle County General Services Final 8/15/2022 l. 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. m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. 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. 15. 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 Users, in the course of using and configuring the Services provided under this Agreement, and includes all records relating to County’s use of Consultant 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 Consultant 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 Consultant 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 Consultant's performance of the Work, the Consultant may be required to maintain, store, process or control County Data. The Consultant represents and warrants that: i. Consultant 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; DocuSign Envelope ID: D984A153-C13B-442D-B278-CCCF5D05A97A 8 Eagle County General Services Final 8/15/2022 ii. Consultant’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. Consultant will notify County of any Security Incident as soon as practicable, but no later than 24 hours after Consultant becomes aware of it; iv. Consultant 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 Consultant to provide notice to any potentially impacted individual or entity, at Consultant’s expense, and Consultant shall be liable for any resulting damages to County. v. Where Consultant 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 Consultant shall maintain security procedures and practices consistent with C.R.S §§ 24-73-101 et seq.; and vi. Consultant will promptly return or destroy any County Data upon request from the County Representative. c. Consultant’s indemnification obligations identified elsewhere in this Contract shall apply to any breach of the provisions of this Paragraph. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: D984A153-C13B-442D-B278-CCCF5D05A97A 9 Eagle County 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 CONSULTANT By: ____________________________ Hector Fernando Burga, Ph.D. DocuSign Envelope ID: D984A153-C13B-442D-B278-CCCF5D05A97A 10 Eagle County General Services Final 8/15/2022 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES General Scope This scope of work involves delivering qualitative research methods training focused on the experience and capacity building of Latino residents in Eagle County, CO. The training will be conducted in Spanish and embrace culturally appropriate methods. The formats will include PowerPoint presentations, group consultations, discussion on readings, and face-to-face meetings through Zoom and in person. The training will also include the delivery of foundational concepts, practices, and tools pertinent to qualitative research methods, policy analysis, and research design. The specific topics that will be included are: ● General principles of research design ● Identification of problem and research question ● Research ethics ● Policy analysis ● Conducting literature reviews and a policy analysis ● Interviewing: Protocols, design & methods ● Focus groups: Protocols, design & methods ● Sampling & recruitment ● Observations: Fieldwork, ethnography, and data collection ● Transcription, coding & analysis ● Synthesis and reporting ● Advocacy: Linking reporting to new project goals These topics will be covered through three main phases. ● Phase 5B: March – June 2024 ● Phase 3: March – June 2024 ● Phase 4: Summer 2024 - 2 weeks online/2 weeks in-person training ● Phase 5A: August – March 2025 Scholarship Production Consultant will produce a peer review scholarship from this scope of work with the consultation and participation of Eagle County staff, the public health and environment team, residents, and project participants. Virtual session topics and Timeline Phase 5B: Qualitative Research 2 – Systems Change Project Fieldwork. ● 03/01/2024 to 6/26/2024 Phase 3: Introduction to Public Policy Analysis – Changing the System of Systems ● 3/13/24 to 5/29/24 DocuSign Envelope ID: D984A153-C13B-442D-B278-CCCF5D05A97A 11 Eagle County General Services Final 8/15/2022 Phase 4A: Systems Change Project – Final Presentation Charrette – 2 Weeks in Person ● 7/1/24 to 7/14/24 Phase 4B: Systems Change Project - Research Design Charrette – 2 Weeks in Online ● 7/15/24 - 7/29/24 Phase 5A: Qualitative Research 1 – Systems Change Project Development 9/4/2024 to 03/30/2025 Fees Project Activity Total Cost Phase 5B: 24 Virtual meetings 24 sessions at 2 hours per session = 48 hours 48 hours @ $220 per hour = 10,560 $10,560 Phase 3: 12 Virtual Meetings 12 sessions at 2 hours = 24 hours 24 hours @ $220/hour = $5,280 $5,280 Phase 4A: In person 2 weeks at 8 hours per day = 80 hours 80 hours @ $220/hour = $17,600 $17,600 Phase 4B: Online 2 weeks at 2 hours per day = 20 hours 20 hours @ $220/hour = $4,400 $4,400 Phase 5A: 12 Virtual meetings 12 sessions at 2 hours = 24 hours 24 hours @ $220 per hour = 5280 $5,280 Travel costs (for 4 days 3 nights in Colorado) Flight & Transportation = $750 Lodging = $100/day = $400 Meals and Incidentals (based on per diem rates for Co for 31 days) = $64/day = $256 $1,406 Travel costs (for 2 weeks in Colorado) Flight & Transportation = $750 Lodging = $100/day = $1,400 Meals and Incidentals (based on per diem rates for Co for 31 days) = $64/day = $896 $3,046 Insurance Cost $2,000 Printing & Supplies $400 Total Cost: $49,972 Payment: The full amount will be provided on March 1st 2024 DocuSign Envelope ID: D984A153-C13B-442D-B278-CCCF5D05A97A 12 Eagle County General Services Final 8/15/2022 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: D984A153-C13B-442D-B278-CCCF5D05A97A DocuSign Envelope ID: D984A153-C13B-442D-B278-CCCF5D05A97A