HomeMy WebLinkAbout5.0 Purchase of Services AgreementPURCHASE OF SERVICES AGREEMENT
This PURCHASE OF SERVICES AGREEMENT ("Agreement") made this
15th day of July■ 2008, by and between the Board of County
Commissioners of Garfield County, Colorado ("BOCC") and Hoefer
Associates, (Contractor"), whose address is 440 Meadows Way,
Grand Junction CO, 8150'7.
WHEREAS, the Contractor has been selected to provide
services, in accordance with the provisions of the Garfield
County Procurement Manual; and
WHEREAS, the BOCC wishes to employ the services of
Contractor as an independent contractor and Contractor wishes to
provide services to the BOCC; and
WHEREAS, the BOCC has authority to acquire the services
described in this Agreement under the provisions of 530-11-101,
et seq., C.R.S., as amended.
NOW, THEREFORE, in consideration of the mutual covenants
and agreements set forth hereinafter, the BOCC and the
Contractor agree as follows:
1. Scope of Services. The Contractor shall perform in a
satisfactory and proper manner, as determined by the BOCC, the
services to review and report on the physical condition of land
identified as "Tepee Park Ranch", a parcel of land described in
the Garfield County records as tax parcel numbers 240526100073
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and 245305100005,associated with the Special Use Permit approved
by Resolution #2003-39 authorizing "Extraction, Processing,
Storage and Material Handling of a Natural Resource" for a
logging operation.
2. Time of Performance. Services of the Contractor shall
commence on the 15th day of July, 2008, and shall be complete by
the 30th day of September, 2008, no matter the date of execution
of this Agreement. This Agreement will terminate on the date
set forth above unless renewed in writing prior to the date of
completion.
3. Compensation/Appropriation. The amount to be expended
pursuant to this Agreement shall not exceed $5,000.00. The BOCC
has lawfully appropriated an amount that is equal to or in
excess of the compensation set forth herein, which amount shall
constitute the contract amount. Such amount may be altered by
mutual written consent of parties.
Any work performed in excess of amounts appropriated shall
be solely the risk of the Contractor. Not withstanding any
other terms of this Agreement, it is expressly understood and
agreed that: (1) Any BOCC financial obligation, whether direct
or contingent, for all or any part of the work under this
Agreement, shall extend only to monies duly and lawfully
appropriated and budgeted by the BOCC and irrevocably pledged
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pursuant to the purposes of this Agreement; (2) The BOCC does
not by this Agreement irrevocably pledge present cash reserves
for payments in this or future fiscal years; (3) This Agreement
is not intended to create a multiple/fiscal year direct or
indirect financial obligation of the BOCC; (4) The obligation of
the BOCC for expenditures, if any, arising during subsequent
fiscal years in which this Agreement could be extended and be in
effect, shall only extend to utilization of monies appropriated
and budgeted and encumbered for the purpose of this Agreement in
the fiscal year in which obligations arise; and (5) No change
order may be issued requiring compensation for work which causes
the aggregate payable amount under this Agreement to exceed the
amounts appropriated, budgeted and encumbered for the payment of
this Agreement in the fiscal year in which such obligations
arise, unless the Contractor receives written assurance by the
BOCC that lawful appropriations to cover the cost of the
additional work have been made. Any work completed for this
Agreement shall be secured from harm until future monies are
appropriated so that additional work- may commence. In the event
any future appropriation is made by the BOCC for the purposes of
this Agreement, the BOCC will inform the Contractor in writing
of any amounts appropriated for work proposed herein and will
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tender a renewed or amended Agreement covering the work to be
compensated by such appropriation.
4. Method of Payment. The BOCC shall compensate the
Contractor at the amount $75.00 per hour, plus mileage. The
Contractor shall submit to the BOCC's Representative, as
identified below, an invoice or request for payment that will be
paid in accordance with established procedures of the Garfield
County Finance Department. Each billing or request for payment
shall specify the total payment due the Contractor for the
specific work that is the subject of the request for payment.
Additionally, each billing or request for payment shall
specifically state the job identification, date, time, hours,
service performed, expenses, and total compensation requested.
The total of all billings or requests for payment during the
term of this Agreement shall not exceed the amount stated in
Paragraph 3 above.
5. Records, Reports, and Information. At such times and
in such forms as the BOCC may require, Contractor shall furnish
statements, records, reports, data and information pertaining to
matters covered by this Agreement. The Contractor shall
maintain its records in accordance with requirements prescribed
by the BOCC. Except as otherwise authorized by the BOCC.
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6. Audits and Inspections. At any time during normal
business hours and as often as the BOCC may deem necessary,
Contractor shall make its records with respect to matters
covered by this Agreement available for examination. The
Contractor shall permit the BOCC to audit, examine, and make
excerpts from such records and audit all contracts, invoices,
materials, payrolls, records of personnel, conditions of
employment, and other data relating to this Agreement. If
necessary, The BOCC may call for a certified, independent audit
to be performed, at Contractor's expense, by a mutually agreed
upon auditor.
7. Independent Contractor.
A. The Contractor shall perform its duties hereunder
as an independent contractor and not as an employee.
Contractor affirms that it has or will secure at its own
expense all personnel and materials required to perform the
services detailed in Exhibit A. Such personnel shall not
be employees of nor have any contractual relationship with
the BOCC.
B. Services required hereunder shall be performed by
the Contractor or under its supervision, and all personnel
engaged in the work shall be fully qualified and properly
licensed or certified, as required by local, state and
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federal law or regulation to perform such services.
Neither Contractor nor its personnel, if any, is entitled
to Worker's Compensation Benefits or any other benefit of
employment with Garfield County, Colorado. Further,
Contractor is obligated to pay federal and state income tax
on any compensation paid pursuant to this Agreement.
C. None of the services to be performed by
Contractor under this Agreement shall be subcontracted or
otherwise delegated without the prior written consent of
the BOCC. The work subcontracted shall be specified in a
written agreement between Contractor and its
subcontractor(s), which agreement(s) shall be subject to
each provision of this Agreement.
8. No Assignment. The Contractor and subcontractors)
hereto shall not assign or transfer any rights in this Agreement
without the prior written consent of the B000.
9. Illegal Aliens - Public Contracts.
A. The Contractor (entity or sole proprietor) shall
execute the certification attached hereto as Exhibit B, in
conformance with the provisions of §8-17.5-102(1) and §24-
76.5-101, C.R.S., as amended.
B. The Contractor shall not knowingly employ or
contract with an illegal alien to perform work under this
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public contract; or enter into a contract with a
subcontractor that fails to certify to the Contractor that
the subcontractor shall not knowingly employ or contract
with an illegal alien to perform work under this public
contract.
C. The Contractor shall confirm or attempt to
confirm the employment eligibility of all employees who are
newly hired for employment in the United States through
participation in the Basic Pilot Verification Program, as
administered by the United States Department of Homeland
Security. If the Contractor is not accepted into the Basic
Pilot Verification Program prior to entering into this
public contract, the Contractor shall apply to participate
in the Program every three months until the Contractor is
accepted or this public contract has been completed,
whichever is earlier. Information on applying for the Basic
Pilot Verification Program can be found at: https://www.vis-
dhs.com\employerregistration
D. The Contractor shall not use the Basic Pilot
Verification Program procedures to undertake pre-employment
screening of job applicants while this public contract is
being performed.
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E. If the Contractor obtains actual knowledge that a
subcontractor performing work under this public contract
knowingly employs or contracts with an illegal alien, the
Contractor shall:
(1) Notify the subcontractor and the BOCC within
three days that the Contractor has actual knowledge
that the subcontractor is employing or contracting
with an illegal alien; and
(2) Terminate the subcontract with the
subcontractor if within three days of receiving the
notice required pursuant to subparagraph (1), above,
the subcontractor does not stop employing or
contracting with the illegal alien; except that the
Contractor shall not terminate the contract with the
subcontractor if during such three days the
subcontractor provides information to establish that
the subcontractor has not knowingly employed or
contracted with an illegal alien.
F. The Contractor shall comply with any reasonable
request by the Department of Labor and Employment made in
the course of an investigation that the Department is
undertaking pursuant to its authority.
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G. Notwithstanding any other provision of this
public contract, if the Contractor violates any provision of
this paragraph, the BOCC may terminate this public contract
and the Contractor shall be liable for all actual and
consequential damages resulting from that termination.
11. Except where exempted by federal law and except
as provided in §24-76.5-103(3), C.R.S., as amended, the
Contractor receiving Garfield County funds under this public
contract must confirm that any individual natural person
eighteen (18) years of age or older is lawfully present in
the United States pursuant to §24-76.5-103(4), C.R.S., as
amended, if such individual applies for public benefits
provided under this public contract. If the Contractor has
verified that the County has accomplished such confirmation
prior to the effective date of this public contract, the
Contractor is relieved of responsibility under this
paragraph.
10. Compliance with Laws. The Contractor shall comply
with all applicable federal, state and local laws, ordinances,
resolutions, codes and regulations in providing the services
detailed in Exhibit A.
11. Indemnification. The Contractor agrees to indemnify
and hold harmless the BOCC, and its officers, employees and
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FROM : David Hoe ter_._ W9?0.241.3762
PHONE NO. : 206 271 9515 Jul. 14 2008 03:34PM P2
agents, acting officially or otherwise, from any and all claims,
demands, damages, and actions of any kind brought by anyone.
.including attorney's fees, which may arise out of or result from
the negligent or willful misconduct of Contractor or its
subcontractor (s) in the performance of services as set forth in
this Agreement and/or the breach of any condition(s) of this
Agreement.
To the extent permitted by law, the BOCC agrees to
indemnify and hold harmless the Contractor, and its officers,
employees and agents, from any and all claims, demands, damages,
and actions of any kind brought by anyone, including attorneys'
fees, which may arise out of a result. from the negligent
misconduct of BOCC, or its officers, employees and agents.
Nothing herein shall be interpreted as a waiver of
governmental immunity to which the BOCC may otherwise be
entitled under the provisions of §24-10--101, et seq., C . R. S . , as
amended.
GONrRACTVM a1?rrchase of SF<CVlces Anr@ement Form
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FROM : David Fio,e f'er___9?0.241.3762
PHONE NO. : 209 271 9515 Jul. 14 2008 83:35PM P3
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13. Document Ownership - Works Made for Hire. All of the
deliverable items, if any, prepared for the BOCC under this
Agreement shall belong exclusively to the BOCC and shall be
deemed to be "works made for hire" under the copyright laws of
the United States. To the extent any of the deliverable items
may not, by operation of law or otherwise, be works made for
hire, the Contractor hereby assigns to the BOCC the ownership of
the copyright in the deliverable items, and the CCC shall have
the right to obtain and hold in its own name, copyrights,
registrations, and similar protections. The Contractor agrees
to give the BOCC or its designee all assistance reasonably
required to perfect such rights. To the extent that any pre-
existing materials are contained in the deliverable items, the
Contractor grants to the BOCC an irrevocable,
non-exclusive,
worldwide, royalty -free license to use, execute, publish,
reproduce, display, perform, distribute copies of, and prepare
derivative works based upon such pre --existing materials and
derivative works thereof and to authorize others to do any,
some, or all of the foregoing.
14. Termination for Cause. If the Contractor or the BOCC
fails to fulfill its obligations under this Agreement in a
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timely and proper manner or violates any of the provisions of
this Agreement, the non -defaulting party shall thereupon have
the right to terminate this Agreement for cause by giving
written notice to the defaulting party of such termination and
specifying the effective date of termination. The defaulting
party, however, shall not be relieved of liability to the non -
defaulting party for damages sustained by virtue of any breach
of this Agreement. In the event of default by the Contractor,
The BOCC may withhold payments due under Paragraph 4, above, for
the purpose of set-off until such time as the exact amount of
damages due the BOCC from the Contractor is determined.
15. Termination for Convenience. Either party may
terminate this Agreement without cause at any time. The BOCC
may terminate this Agreement without cause at any time by giving
at least thirty (30) days written notice to the Contractor. If
this Agreement is terminated for the convenience of BOCC, the
Contractor shall be paid for services provided prior to the date
of termination.
16. Conflict of Interest. During the term of this
Agreement, the Contractor shall not perform similar services for
persons, firms, or entities, including governmental entities,
which have the potential to create a conflict of interest,
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unless the potential conflict is disclosed to and approved by
the BOCC.
17. Modifications. This Agreement may not be modified,
amended or otherwise altered, unless mutually agreed upon in a
writing executed by the BOCC and the Contractor.
18. Governing Law. The laws of the State of Colorado
shall govern the validity, performance and enforcement of this
Agreement. Should either the BOCC or Contractor institute legal
action for enforcement of any obligation contained herein, it is
agreed that venue shall be in Garfield County, Colorado.
19. Severability. Should any provisions of this Agreement
be determined by a court of competent jurisdiction to be
unconstitutional or otherwise null and void, the remaining
provisions of the Agreement shall remain in full force and
effect.
20. Notices. Notices to be provided under this Agreement
shall be given in writing either by. hand delivery or by
certified return receipt requested United States mail, to the
following:
BOCC's Representative: Contractor:
Garfield County
Office of the Contract Manager
108 Eighth Street, Suite 213
Glenwood Springs, CO 81601
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Hoefer Associates
440 Meadows Way
Grand Junction, CO 81507
21. Headings. Titles and paragraph divisions are inserted
in this Agreement for ease of reference and do not define,
limit, or prescribe the scope or intent of the provisions of
this Agreement or any part thereof.
22. Authority. Each person signing this Agreement
represents and warrants that he/she is fully authorized to enter
into and execute this Agreement and to bind the party
represented to the provisions of this Agreement.
23. Counterparts and Facsimile Signatures. This Agreement
may be executed in counterparts, each of which shall be deemed
an original. Facsimile signatures of, or on behalf of, the BOCC
or the Contractor on this Agreement and any modification hereto
shall be effective for all purposes.
24. Force Majeure. Neither party shall be liable for its
failure to perform hereunder due to contingencies beyond its
reasonable control, including but not limited to strikes, riots,
war, and acts of God.
25. Integration of Understanding. This Agreement
represents the entire Agreement between the parties and
supersedes all prior negotiations and representations, whether
written or oral. Nothing herein shall be deemed to give anyone
not a party to this Agreement any right of action against either
the BOCC or the Contractor.
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PROM : David Hae: er___970.241. 3762
PHONE NO. : 205 271 9515 Jul. 14 2008 03:35PM P4
IN WITNESS WHEREOF, the BOCC and the Contractor have set
their hands and seals.
CONTRACT AMOUNT $5,000.00 OR UNDER:
BOARD OF COUNTY COMMISSIONERS
C'IELD COUNTY, COLORADO
By:
CONTRACTOR:
en, County Manager
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