HomeMy WebLinkAbout20121285.tiff AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 915 10th Street, Greeley, Colorado, 80631 ("County"), and Hunter Wistrand,
LLC,whose address is 227 Acacia Parkway, Spring Branch, TX 78070, ("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS,Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE,in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
3. Term. The term of this Agreement shall be from April 20, 2012, through and until
the deliverables specified in Exhibit A are complete.
4. Compensation. County agrees to pay Contractor for services performed as set forth
on Exhibit A the sum of$7,500,plus actual travel expenses (currently estimated to be $2,700).
Contractor shall invoice County the final cost, and County shall pay said invoice within thirty
(30)days of receipt thereof
5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor agrees that Contractor is an independent
contractor and that neither Contractor nor Contractor's agents or employees are,or shall be
deemed to be, agents or employees of the County for any purpose. Contractor shall have no
authorization, express or implied,to bind the County to any agreement, liability, or
understanding. The parties agree that Contractor will not become an employee of County,nor is
`(il ' L?7� �� 1 2012-1285
Contractor entitled to any employee benefits from County as a result of the execution of this
Agreement.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Reports County Property. All reports,test results and all other tangible materials
produced in connection with the performance of this Agreement, whether or not such materials
are in completed form, shall at all times be considered the property of the County. Contractor
shall not make use of such material for purposes other than in connection with this Agreement
without prior written approval of County.
9. Acceptance of Product not a Waiver. Upon completion of the work, Contractor
shall submit to County originals of all test results,reports, etc., generated during completion of
this work. Acceptance by County of reports and incidental material furnished under this
Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy
of the work. Acceptance by the County of, or payment for, any services performed under this
Agreement shall not be construed as a waiver of any of the County's rights under this Agreement
or under the law generally.
10. Insurance and Indemnification. Contractor shall carry its own insurance at
Contractor's own cost and expense.
11. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 20 day written notice thereof Furthermore,this Agreement may be
terminated at any time without notice upon a material breach of the terms of the Agreement. In
the event of an early termination, Contractor shall be paid for work performed up to the time of
notice and County shall be entitled the use of all material generated pursuant to this Agreement.
12. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Time is of the essence in each and all of the provisions of this
Agreement.
15. Interruptions.Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
2
Acts of God, fires, strikes,war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. This Agreement and the provision of services hereunder shall be
subject to the laws of Colorado and be in accordance with the policies, procedures, and practices
of County.
18. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. No portion of this Agreement shall be deemed to create an
obligation on the part of County to expend funds not otherwise appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable,this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No portion of this Agreement shall be deemed to
constitute a waiver of any immunities the parties or their officers or employees may possess.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
3
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
IN WITNESS WHEREOF,the parties have executed this Agreement as of the date and
year written below.
CONTRACTOR
HUNTER WISTRAND, LLC:
By: 2 - ULL-ri
Hunter Wistrand
ATTEST: 'fi BOARD OF COUNTY
CLERK TO THE BOARD COMMISSIONERSOF WELD COUNTY
By. Y B _ • )_ c-----'_
Deputy Cler 'to the Boar .J ', Sean P. Conway, Chairman C----
361 t O fr MAY 2 12012
4
90/02- /2?S
EXHIBIT "A"
April 20, 2012
Mr. Roy Rudisill, Director
Weld County Office of Emergency Management
1150 O St.
Greeley Co. 80632
Dear Mr. Rudisill:
As requested, enclosed is a revised proposal of work (quotation)and statement of
work. Please review both documents to ensure that we have adequately
portrayed the potential task as you see it and as discussed on the call. We want
to fully meet the needs of Weld County in this project and will be glad to discuss
any suggested changes or darifications in either document. Mr. Ferguson and I
collectively have over 75 years of experience in emergency management,
including almost 50 years of direct involvement with Incident Management
Teams, Area Command Teams, Multi-agency Coordination Groups and Emergency
Operations Centers and we are confident that we can provide a beneficial outside
look at your program. Please give either of us a call to discuss any changes you
would like to make in the proposal. You can reach me at 830-865-1156 or Joe at
850-274-3844.
If possible, we would like to hear from you on this matter by June 1. This will
allow us to purchase airline tickets at a reasonable rate and save Weld County
some travel dollars. Thank you for your consideration and we look forward to
hearing from you.
Sincerely,
7t&_
Hunter Wistrarid, LLC
227 Acacia Parkway
Spring Branch,TX 78070
Enclosures (2)
Weld County Colorado
Initial Statement of Work
Provided by Hunter Wlstrand and Joe Ferguson,Consultants
Phase I—Complete a Review and A rent of County Emergency Operations and Plans
The contractors will review any documents,organization charts,etc. provided by Weld County
as well as any information available on the Internet or provided by phone during the period of
April 20—July 20,2012. Contractors will conduct an on-site visit from July 23—27. The
purpose of the visit is to take an outside look at emergency operations and preparedness.
Specific items to be evaluated include:current assets,standard operating guides and
procedures,emergency management plans,continuity of operations plans and roles and
responsibilities. The visit will include interviews with key Weld County EOC employees,
department heads,and the county commissioner coordinator for emergency management.
Another item to be considered is the upcoming FEMA Integrated Emergency Management
Course(IEMC)to be held for Weld County in August. The contractors will look for gaps in
county structure that may not be addressed in the course and training needs to close those
gaps and complement the FEMA training. In addition,the contractors will look at how incident
management teams will be utilized in the county and how the IMT and EOC interface will be
managed. Any additional ICS training needs will be identified.
Deliverables
1. Verbal closeout meeting with Weld County personnel on the morning of July 27. Initial
observations,issues,opportunities and recommendations will be discussed.
2. A written summary of the observations of the contractors and recommendations for
actions,training,potential product development,etc.will be submitted to the county
within 4 weeks of the completion of the site visit.
3. If requested by Weld County,the contractor will develop products and or customized
training under a separate proposal.
Hunter Wistrand, [IC
227 Acacia Parkway
Spring Branch,TX 78070
Proposal of Work
Date: April 20,2012
Client Weld County
Attn: Roy Rudisill
1150 O Street
Greeley, CO 80632
ITEM NO. SERVICE DESCRIPTION EST.AMOUNT
(tISD)
Joe Ferguson and Hunter Wistrand to assist the Emergency Management
Organization with consulting services beginning on or about April 20,2012 via No Charge
1 phone and e-mail with such items as document review,developing organization
structure,organization training,individual coaching,etc.
Make an on-site visit for evaluation during the period of July 23-27,2012 of $7,500.00
current assets,standard operating guides and procedures,emergency management
plaits,etc. Specifically look at actions to complement the planned FEMA IBM.
Make recommendations on roles and responsibilities of positions,organization
structure,organizational development,and training both verbally and written.
Ferguson and Wistrand will arrive as early as possible on July 23 and meet with
Director Rudisill on the afternoon of July 23 for an in-briefing and will conduct a
close out on the morning of July 27.
Travel associated with the on-site visit
Meals at federal pm diem rates S414.00
2 Motel if not provided by client (actual expense will be billed with receipt) $800.00
Air Travel(coach)(actual expenses will be billed with receipt) $1,000.00
Mileage®$0.555/mile for trawl to airport and return to home S86.00
Parking at Airport(actual expenses will be billed with receipt) S100.00
One Rental Vehicle(actual expenses will be billed with receipt) $300.00
TOTAL TRAVEL ESTIMATE $2,700.00
ESTIMATED TOTAL: $10,200.00
If you have questions regarding this proposal, please contact:
Harter 830-865-1156(isonre)
830441-4133(cell)
wistmeartecons
Thank you,
Hunter Wistrand
l of
Hello