HomeMy WebLinkAbout20111511.tiff RESOLUTION
RE: APPROVE AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES AND
AUTHORIZE CHAIR TO SIGN - UPSTATE COLORADO ECONOMIC DEVELOPMENT
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Amendment to the Agreement for
Professional Services between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, on behalf of the Department of Public Works, and Upstate
Colorado Economic Development, commencing May 5, 2010, and ending December 31,2012,with
further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of
which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Amendment to the Agreement for Professional Services between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Department of Public Works, and Upstate Colorado Economic
Development be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 20th day of June, A.D., 2011, nunc pro tunc May 5, 2010.
BOARD OF COUNTY COMMISSIONERS
WE D COUNTY, COLD DO
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ATTEST. „ �� •��
11861 t • ara Kirkmeyer, Chair
Weld County Clerk to the Bo id
tea. USED
O® ' 447 USED
P. Conway, Pro-Tem
BY:
Deputy Clerk to the Boar. EXCUSED
F. Garcia
AP AS RM: F
vid E. Long
ounty Attorney " 4S QC �
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/ Douglas ytademacher
Date of signature: 41/2//
YW 2011-1511
1p - EG0064
1861 - 2011 MEMORANDUM� TO: Board of County Commissioners
WE L,D'E O U N T Y DATE: June 14, 2011
FROM: Elizabeth Relford, Transportation Planner
SUBJECT: Upstate Professional Services Agreement
On January 19, 2011, the BOCC adopted a Resolution authorizing the Chair's signature
on CDOT contract amendment #17664. On February 22, 2011, CDOT executed the
contract amendment to increase the Upper Front Range CMAQ funding amount from
$50,000 to $74,158 (F: 61,394 L: 12,764) for the Public Awareness, Education, and
Marketing of CNG as an alternative transportation fuel, i.e., stations and vehicle
conversions. Upstate Colorado agreed to assist the County on managing this project
and entered into a Professional Services Agreement with the Board on June 23, 2010.
Since the original CDOT contract has been amended, staff is requesting to amend the
existing Professional Services Agreement to address the funding change accordingly.
Section 4.d. on page 2 of the agreement reflects the funding change for Upstate. The
original agreement identified $24,158. The new agreement reflects $36,158. The
BOCC reviewed the agreement during a work session on April 4`h of this year.
I am available at your convenience to answer any questions you may have.
2011-1511
AMENDMENT TO 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 Upstate Colorado
Economic Development, whose address is 822 7th Street, Suite 550, Greeley, CO 80631,
("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. Term. The term of this Agreement shall be from May 5, 2010, through and until
December 31, 2012. This Agreement may be renewed for another one (1) year period thereafter
upon the written consent of both parties hereto, and is subject to the termination provisions set
forth in Paragraph 11, below.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein, according to the timeline set
forth on Page 6 of Exhibit A. The Services, as shown in Exhibit A, shall be performed in
addition to the services agreed to in the Professional Services Agreement dated June 23, 2010,
and more specifically Task 4. The project tasks are listed on Pages 4 & 5 of Exhibit A.
Contractor shall comply with all of the terms and requirements of the "Local Agency" as set
forth in the Agreement between the State of Colorado, Department of Transportation and Weld
County, for the expenditure of CMAQ funds, which original Agreement was approved by the
Board of County Commissioners on May 26, 2010, and the Contract Amendment approved on
January 19, 2011.
4. Compensation.
a. County agrees to pay Contractor for Services performed according to the
schedule set forth on Page 3 of Exhibit A in the agreement dated June 23, 2010, and as
Exhibit A.1 on Page 6 of the Contract Amendment. In the event this Agreement is
terminated prior to the termination date set forth in Paragraph 11, below, Contractor shall
be paid for whatever Services listed on Pages 4 & 5 of Exhibit A have been completed.
b. Contractor shall not be paid any other expenses unless set forth in this
1
Agreement.
c. Payment to Contractor will be made only upon presentation of a proper
claim by Contractor, itemizing services performed and mileage expense incurred.
d. Payment for services and all related expenses under this Agreement shall
not exceed $36,158 during 2010, 2011, and 2012 unless funding amounts are amended by
the Upper Front Range Transportation Planning Region.
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
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.
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10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation 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 thirty (30) 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 as stated in
Paragraph 4.a., above.
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
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.
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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
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.
CONTRACT
By: /
Title: d��,3/7/
4
ATTEST: 75A,,_----- BOARD OF COUNTY
CLERK TO THE BOARD COMMISSIONERSOF WELD COUNTY
By:, //id d r, At) ,,e, , l By 'Li 1.?_-- Ai-/1<, j ij_,
Clerk to the :oard I� i`� Barbara Kirkmey , Chair
AtOrly°70,, � JUN 2 0 2011
,161 tara
elf
EXHIBIT
I ____A _
CONTRACT AMENDMENT
Amendment Original Contract Original Amendment Amendment
#1 CLIN/CMS# SAP-PO# CMS# SAP-PO#
10-HTD-17664 291000882 11-HTD-28054 291000882
1) PARTIES
THIS AMENDMENT,to the above-referenced Original Contract(hereinafter called the
"Contract") is entered into by and between WELD COUNTY, (hereinafter called the"Contractor"or
"Local Agency")and the State of Colorado(hereinafter called the"State")acting by and through
the Colorado Department of Transportation (hereinafter called"CDOT").
2) EFFECTIVE DATE AND ENFORCEABILITY
This Amendment shall not be effective or enforceable until it is approved and signed by the
Colorado State Controller or designee(hereinafter called the"Effective Date").The State shall
not be liable to pay or reimburse Contractor for any performance hereunder, including, but not
limited to costs or expenses incurred,or be bound by any provision hereof prior to the
Effective Date.
3) FACTUAL RECITALS
The parties entered into a contract dated June 10.2010,for Congestion Mitigation and Air
Quality(CMAQ),to continue the marketing and education project. The purpose for this
amendment is described in Section 6 of this amendment.
4) CONSIDERATION-COLORADO SPECIAL PROVISIONS
The Parties acknowledge that the mutual promises and covenants contained herein and other
good and valuable consideration are sufficient and adequate to support this Contract.The
Parties agree to replacing the Colorado Special Provisions with the most recent version (if
such have been updated since the Contract and any modification thereto were effective)as
part consideration for this Amendment. If applicable,such Special Provisions are attached
hereto and incorporated by reference herein as Exhibit A.1.
5) LIMITS OF EFFECT
This Amendment is incorporated by reference into the Contract,and the Contract and all prior
amendments thereto(including option letters), if any, remain in full force and effect except as
specifically modified herein.
6) MODIFICATIONS
The Contract, Option Letters,and all prior amendments thereto,if any, are modified as
follows:
a. Table in 3.A of the Contract is hereby deleted in its entirety and replaced with the
following:
G!L Account:4518000011 Funds Center:DT510-010 Fund:400 Company Code:1000
WBS Element: 17859_15_01 Functional Area: 1456 CO Area: 1000 Vendor Number:6100082
Catalog Federal Domestic Assistance Number(CFDA)20.205
SAP Line Item: 10 Total:$24,158 Federal Amount Total:$20,000 Local Amount Total:$4,158
SAP Line Item:20 Total:$50,000 Federal Amount Total:$41,394 Local Amount Total:$8,606
Total Encumbered Contract Amount FY 2010:$74,158 Federal Amount Total:$61,394 Local Amount Total:$12,764
b. Exhibit A of the Contract,is hereby deleted and replaced with Exhibit A.1,which is
attached and incorporated into the Contract.
c. The maximum amount payable by the State for Congestion Mitigation and Air Quality
(CMAQ)contract as shown in Exhibit A_1 is Increased by$50,000 to a new total of
$74y based on the project schedules in Exhibit A.1.
1 of 6
7) START DATE
This amendment shall take effect on its Effective Date.
8) ORDER OF PRECEDENCE
Except for the Special Provisions, in the event of any conflict, inconsistency, variance,or
contradiction between the provisions of this Amendment and any of the provisions of the Contract,
the provisions of this Amendment shall in all respects supersede,govern,and control.The most
recent version of the Special Provisions incorporated into the Contract or any amendment shall
always control other provisions in the Contract or any amendments.
9) AVAILABLE FUNDS
Financial obligations of the state payable after the current fiscal year are contingent upon
funds for that purpose being appropriated, budgeted, or otherwise made available.
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THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT
•Persons signing for The Local Agency hereby swear and affirm that they are authorized to act on The Local
Agency's behalf and acknowledge that the State Is relying on their representations to that effect.
LOCAL AGENCY INITIALS STATE OF COLORADO
WELD COUNTY John W.Hickenlooper,GOVERNOR
By: Barbara Kirkmcyer Colorado Department of Transportation
Name of Authorized Individual (for)Michael Cheroutcs,Interim-Executive Director
Title: Chair, Board of Weld County •
fficial Title of Autho zed IndividualCommiss lone g:
P/
,
( ate
* Ignature Da e: t7.37//
Date: JAN 19 2011
2nd The Planning Agency Signature if Needed LEGAL REVIEW
By: Monica Mika John W.Suthers,Attorney General
Name of Authorized Individual
Title: Director, Finance and Administrat idly: a_.
Official Title
of A Trued Individual Signature-Assistant t` Attorney Genera-
*Signature Date: 1)v` J (i
Date: JAN 1 9 2011
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS I24-J -202 reeuires the Slate Controller to aoorove ell Stale Aereements.This Agreement Is not valid until starred
and,ated elow hr the Slate Controller or deleeate.The Local Aeencv is not authorized to be.n cerformaore until such
time,If The Local Aeencv begins rformine arior thereto,the Slate of C.lurado is not blleeted to oar The Local
Aeencv for such performance or for am¢Dods an or services provided hereunder
STATE CONTROLLER
�D vid J.McDe tt,C
By:
Controller- o rado Department of Transportation
Date: C 0961/ --
3 of 6
/
dD//-Da54f
EXHIBIT A.1-SCOPE OF WORK AND CONDITIONS
Colorado Department of Transportation
Weld County-UFR Marketing& Education of Natural Gas
CMAQ Scope
Revised as of 12/21/10
Project Title
(Use the same title as in your CMAQ Marketing and Education to Promote Natural Gas
application.)
Contact Information Elizabeth Relford
Agency Name Weld County Government
Agency Address(include city,state, PO Box 758, Greeley, CO 80632-0758
zip)
Program Manager Phone Number (970) 304-6496 Ext. 3748
Program Manager E-mail erelford@co.weld.co.us
Program Manager Fax Number (970) 304.6497
Program Overview Summary The objective of this project is to provide public awareness
on the environmental, economic and alternative energy
benefits of using natural gas as "the" alternative
transportation fuel. This will be achieved by implementing
an individualized marketing program through website
development, advertising, and conducting industry
"target" meetings to educate specific agencies on
converting existing vehicles and large fleets to compressed
natural gas fuel or to purchase dedicated CNG vehicles.
The website will be used to as a tool for gathering
information and conducting surveys. The Target meetings
will provide the opportunity to gather fleet information for
future education and outreach efforts.
Program Overview Details
Who is your key target audience? Local Governments (i.e., municipalities, school districts,
etc.) and Large Industry Fleet Owners.
Where will your project take place? Weld County within the Ozone Non-Attainment Boundary.
What is the general time-frame of
your project?(i.e during the school On-going throughout the year.
year;on-going throughout the year,
etc.)
What are the key tasks of your Task 1: Administer Webpage/Webpresence
project? Through a webpresence continue to educate local governments,
commercial large fleet owners, and the general public on the
environmental, economic and alternative energy benefits of
using natural gas as an alternative transportation fuel, and will
include:
o Weld County Smart Energy Plan
o Educational and resource toots (Encana, Anadarko
& Noble Energy)
o Resource links
o Other content/tools as determined
All materials will be updated and maintained throughout the
4 of 6
term of the project.
In tandem,
Task 2: Develop and Maintain Marketing Materials
Develop brochures and educational materials to handout out to
the general public and "Target" meetings.
For those without internet access or others who simply prefer
materials in-hand, hard copy materials will be created and
available for distribution. These items will include:
o Brochures
o Advertising;
o Other pieces as determined
All digital and hard copy materials will be updated and
maintained throughout the term of the project.
Task 3: Target Meetings
Since the "target" market is well defined for this project
(businesses/companies/local governments with large
fleets), Weld County or Upstate Colorado will conduct an
additional two meetings in 2011 for a total of four target
meetings with business, companies, and/or local
governments to educate on the benefits of natural gas as
"the" alternative transportation fuel.
Task 4: Report to CDOT (Survey)
Results will be tracked via fleet surveys(on-line&hard copy),
as described in the"Evaluation" section. These results will be
submitted in a Project Evaluation Report, and to the CMAQ
Reporter.
Evaluation
How will you evaluate the Public awareness efforts will be directed to fleet owners, such
effectiveness of your program? as local governments, including school districts, and
commercial/industrial business owners. This project will focus
on surveying these"target" industries on the benefits of natural
gas as an alternative transportation fuel, so we can evaluate
how many agencies are participating with vehicle conversions.
Partnerships The existing partners of this effort include Noble Energy,
Please list any organization that is a pertinent Anadarko, Encana, Upstate Colorado and Northern
partner with you in this project. Colorado Clean Cities. Additional partners of the Weld
County Natural Gas Coalition include: eleven communities
along the US 85 Corridor, DCP Midstream, Fuel Tek,
Conquest Companies, PDC, Weld County Garage, Hythane,
Clean Energy, and AIMS Community College.
5 of 6
BUDGET:
2011 TOTAL CMAQ Match '�yy
Create on-line survey,printing materials(hard copies)and
general office supplies(surveys,tire gauges,brochures,
etc. $25 000 $20 697 $4 303
2—Additional Target Meetings above the 2 already
scheduled for 2011 —4 Total $13 000 $10,763 $2 237
Total Su••lies $38 000 $31,460 $6,540
.nsJHants/Su'•'tit;-ct'rs ... .:LiL -' 4 . <<
Total Consultants/Subcontracts: Upstate Colorado will
manage the project and contract with other agencies as
needed to accom.lish the tasks. $12 000 $9 934 $2 066
��yy' J5rayg���,� F d
`'t LLs m. ItteSsey'Y; r .+GL Li nro .,XNatt::EJb 160.•„lu __ 7iti•aSW
Total Contract Including Year 1 Funding: $74,158 $61,394 $12,764
zou
Mandl
Task: I 2 3 4 5 6 7 tl J 10 11 I2
Task 1:Administer Webpage
--Administer * * Q * * * * > > * * •
Task 2: Develop and Maintain Marketing
Materials
--Develop new materials 0 Q * * * * * Z * * * •
--Maintain/Update * * 9 * * * > > * * * •
•
Task 3:Target Meetings
--Conference(s) 0 0 0 0 •
Task 4:Reports/Surveys 0 0 0 0 •
Evaluation * * * a Z * t * > > * •
Please list any issues regarding your timeframe that may be
affected by season,budgeting,etc. (i.e.the project will be
implemented in conjunction with a local convention;or,the
project will be implemented during the school year,etc.)
*Month"t"begins the month you receive your signed contract and letter to proceed from CDOT.
6 of 6
Esther Gesick
From: Elizabeth Relford
Sent: Monday, June 13, 2011 11:02 AM
To: Esther Gesick; Bruce Barker
Cc: Monica Mika; Pat Persichino
Subject: Upstate- Prof Sery Agr for Management of UFR Public Awareness/Marketing Funds
Attachments: Prof Sery Agr-Amended Upstate - UFR CMAQ 060811.pdf; UFR-CMAQ Amended Upstate
Agreement 060811.docx; Upstate Marketing Agreement.tif; CMAQ - Public Awareness
Contract CDOT.pdf; 20110248 -CMAQ Marketing Contract Amendment.pdf
Hi Esther,
I finally received the Professional Services Agreement from Upstate and was hoping to get it
on the BOCC agenda, at your convenience. I will send you the original through interoffice
mail. In case there are any questions, the work session for this agreement occurred on April
4, 2011, and the highlighted portions reflect the changes from the previously adopted
agreement in 2010. I have attached all the supporting documentation as well.
Thanks for your help!
Elizabeth
Elizabeth Belford
Transportation Planner
Weld County Public Works
1111 H Street
PO Box 758
Greeley, CO 80632-0758
Email:prelford@co.weld.co.us
Office:(970)304-6496 Ext.3748
Mobile:(970)673-5836
Web:http://www.co.weld.co.us
l$4 11I
WEl{}. CO UINiv
u
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1
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 Upstate Colorado
Economic Development, whose address is 822 7`h Street, Suite 550, Greeley, CO 80631,
("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. Term. The term of this Agreement shall be from May 5, 2010, through and until
December 31, 2012. This Agreement may be renewed for another one (1) year period thereafter
upon the written consent of both parties hereto, and is subject to the termination provisions set
forth in Paragraph 11, below.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein, according to the timeline set
forth on Page 6 of Exhibit A. The Services, as shown in Exhibit A, shall be performed in
addition to the services agreed to in the Professional Services Agreement dated June 23, 2010,
and more specifically Task 4. The project tasks are listed on Pages 4 & 5 of Exhibit A.
Contractor shall comply with all of the terms and requirements of the "Local Agency" as set
forth in the Agreement between the State of Colorado, Department of Transportation and Weld
County, for the expenditure of CMAQ funds, which original Agreement was approved by the
Board of County Commissioners on May 26, 2010, and the Contract Amendment approved on
January 19, 2011.
4. Compensation.
a. County agrees to pay Contractor for Services performed according to the
schedule set forth on Page 3 of Exhibit A in the agreement dated June 23, 2010, and as
Exhibit A.1 on Page 6 of the Contract Amendment. In the event this Agreement is
terminated prior to the termination date set forth in Paragraph 11, below, Contractor shall
be paid for whatever Services listed on Pages 4 & 5 of Exhibit A have been completed.
b. Contractor shall not be paid any other expenses unless set forth in this
1
Agreement.
c. Payment to Contractor will be made only upon presentation of a proper
claim by Contractor, itemizing services performed and mileage expense incurred.
d. Payment for services and all related expenses under this Agreement shall
not exceed $36,158 during 2010, 2011, and 2012 unless funding amounts are amended by
the Upper Front Range Transportation Planning Region.
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
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.
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Hello