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HomeMy Public PortalAbout4e Development Code Consulting Contract Rev. 2014-07 Page 1 of 5 TOWN OF FRASER, COLORADO PUBLIC CONTRACT FOR SERVICES THIS CONTRACT is made and entered into as of this _______ day of _____________, 2017, by and between Plan Tools LLC, whose address is 601 N. Cleveland Avenue #7202, Loveland, Colorado 80537 (hereinafter referred to as “Contractor”), and the Town of Fraser, a municipal corporation of the State of Colorado, whose address is 153 Fraser Avenue, P.O. Box 370, Fraser, Colorado 80442, (hereinafter referred to as “Fraser” or “Town”). In consideration of the mutual promises and covenants set forth herein, Fraser and Contractor agree as follows: ARTICLE 1.0 – RELATIONSHIP OF THE PARTIES 1.1 Contractor is engaged in an independent business and is being retained and engaged by Fraser only for the purposes and to the extent set forth in this contract. Contractor’s relation to Fraser and any of its affiliates shall, during the term of the contract, be that of an independent contractor and not an employee, agent, partner or engaged in a joint venture with Fraser, for all purposes including, but not limited to Federal and state tax purposes. Fraser does not require Contractor to work exclusively for Fraser, and Contractor shall retain the right to perform services for others during the term of this contract. 1.2 Fraser engages Contractor to perform duties in connection with the following specific engagement hereunder. ARTICLE 2.0 - DESCRIPTION OF SERVICES 2.1 Contractor agrees to provide the following services for Fraser (herein referred to as the “Work”) as described in the Attachment A, “Scope of Services”, according to Attachment B, “Schedule”: 2.2 Any additional work or services not within the scope of the description set forth in Section 2.1 must be approved in advance by Fraser. ARTICLE 3.0 - COMPENSATION 3.1 Fraser agrees to pay Contractor for the Work described in Article 2.0 a sum not to exceed $50,000 in accordance with Attachment C, “Compensation”. 3.2 Such compensation shall be payable as follows: Consultant shall submit itemized invoices electronically to the Town on a monthly basis detailing Services performed. Payment of invoices shall be made within thirty (30) days of issuance. . 3.3 Fraser hereby states that it has appropriated sufficient funds to pay the anticipated compensation due to Contractor hereunder for the current fiscal year. Rev. 2014-07 Page 2 of 5 ARTICLE 4.0 - TERM 4.1 This Contract shall be effective as of the date first mentioned above and shall continue in effect until terminated by either party. 4.2 Either party may terminate this contract without cause upon not less than thirty (30) days written notice to the other party. ARTICLE 5.0 - CONTRACTOR'S RESPONSIBILITIES 5.1 Contractor shall provide and pay for all labor, materials, equipment, facilities and services necessary for the proper completion of the Work. 5.2 Contractor will pay and be responsible for all costs incurred by Contractor relating to or in connection with the performance of duties under this contract, including, but not limited to, any overhead costs, any fees, fines, licenses, bonds or taxes required of or imposed against Contractor and all other of Contractor's costs of doing business. 5.3 Contractor assumes full responsibility for acts, negligence or omissions of all its employees engaged in performing the Work or any part thereof; for those of his subcontractors and their employees; and for those of all other persons performing work under a contract with him. 5.4 Contractor shall comply with all Federal, state and local laws regarding business permits and licenses that may be needed to carry out any duties to be performed under this contract. ARTICLE 6.0 - INDEMNIFICATION AND INSURANCE 6.1 Contractor shall procure and maintain, and shall cause any subcontractor of Contractor to procure and maintain (or shall insure the activity of Contractor's subcontractors in Contractor's own policies with respect to), the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurers acceptable to Fraser. All coverages shall be continuously maintained from the date of commencement of the Work. In case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. The required coverages are as follows: 6.1.1 Workers' Compensation insurance to cover obligations imposed by the Workers' Compensation Act of Colorado and any other applicable laws for any employee engaged in the performance of Work under this contract, and Employers' Liability insurance with minimum limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000) each accident, FIVE HUNDRED THOUSAND DOLLARS ($500,000) disease - policy Rev. 2014-07 Page 3 of 5 limit, and FIVE HUNDRED THOUSAND DOLLARS ($500,000) disease - each employee. 6.1.2 Commercial General Liability insurance with minimum combined single limits of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards and shall contain a severability of interests provision. 6.1.3 Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) each occurrence and FIVE HUNDRED THOUSAND DOLLARS ($500,000) aggregate with respect to Contractor's vehicle assigned to or used in performance of the Work hereunder. 6.2 The policy or policies required by subsections 6.1.2 and 6.1.3 above shall be endorsed to include Fraser as an additional insured. Every policy required above shall be primary insurance, and any insurance carried by Fraser, its officers or employees, or carried by or provided through any insurance pool shall be excess and not contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any deductible losses under any policy or policies required herein. Upon Fraser’s request, Contractor shall promptly furnish Fraser with a certificate of insurance evidencing the insurance coverage required by this Article. 6.3 Failure on the part of Contractor to procure or maintain policies providing the required insurance coverages, conditions and minimum limits provided herein shall constitute a material breach of this Contract, for which Fraser may immediately terminate this Contract, or at its discretion, Fraser may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all sums so paid by Fraser shall be repaid by Contractor to Fraser upon demand, or Fraser may offset the cost of the premiums against any monies due to Contractor from Fraser. 6.4 Fraser and Contractor understand and agree that Fraser is relying on, and does not waive or intend to waive by any provision of this Contract, the monetary limitations or any other rights, immunities and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101, et seq., Colorado Revised Statutes, as the same may from time to time be amended, or otherwise available to Fraser, its officers or employees. ARTICLE 7.0 - ADDITIONAL PROVISIONS 7.1 Contractor understands that Contractor will be liable for Federal, state and local income taxes and Federal self employment tax relating to income received under this contract. Fraser will not: withhold FICA (Social Security) from Contractor's payments; make State or Federal unemployment insurance contributions on Contractor's behalf; withhold State or Federal Rev. 2014-07 Page 4 of 5 income tax from payments to Contractor; or obtain Worker's Compensation insurance on behalf of Contractor. Contractor is not entitled to workers' compensation benefits and is obligated to pay Federal and state income tax on any moneys earned pursuant to the contract relationship established by this contract. 7.2 Fraser shall not provide in any way training to or for Contractor hereunder. 7.3 Contractor is engaged hereunder as an independent contractor and, as such, Contractor shall not have any authority to accept engagements on behalf of or to, in any other way, bind Fraser. 7.4 This Contract contains the entire agreement and understanding between the parties and may not be changed or modified orally, but only by a written instrument signed by both Fraser and Contractor. 7.5 Neither this Contract or any interest therein, nor any claim thereunder, shall be assigned or transferred by Contractor to any other party or parties. 7.6 In the event of any litigation relating to or arising out of this Contract, the court shall award to the prevailing party all reasonable costs and expenses incurred in connection with such litigation, including attorney fees. This Contract shall be interpreted and enforced in accordance with the laws of the State of Colorado; and the courts of Grand County, Colorado, shall have exclusive jurisdiction over any court action arising hereunder. 7.7 Illegal Aliens. By its signature on this Contract, Contractor certifies that, as of the time of its signature, it does not knowingly employ or contract with any illegal alien who will perform work under this Contract and that, in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under this Contract, Contractor will participate in the e-verify program or department program, as defined in C.R.S. 8-17.5-101. Contractor agrees that it shall not knowingly employ or contract with any illegal alien to perform work under this Contract; and that it shall not enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with any illegal alien to perform work under this contract. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in either the e-verify program or department program, as defined in C.R.S. 8-17.5-101. Contractor shall not use the e-verify program or department program procedures to undertake pre-employment screening of job applicants while work under this Contract is being performed. If Contractor obtains actual knowledge that a subcontractor performing work under this Contract knowingly employs or contracts with an illegal alien, Contractor shall: (1) notify the subcontractor and Fraser within three days that 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 herein, the subcontractor does not stop employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such Rev. 2014-07 Page 5 of 5 three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation that the Department is undertaking pursuant to the authority established in C.R.S. 8-17.5-101(5). If Contractor violates a provision of this paragraph, Fraser may terminate this Contract for breach of contract. If the Contract is so terminated, Contractor shall be liable for actual and consequential damages to Fraser. Contractor understands that, in the event of such a termination, Fraser is required to notify the office of the Colorado Secretary of State. IN WITNESS WHEREOF, Fraser and Contractor have executed this Contract effective the date first above written. FRASER TOWN OF FRASER, a municipal corporation of the State of Colorado BY: _______________________________ Town Manager ATTEST: __________________________________ Town Clerk (SEAL) CONTRACTOR (Plan Tools LLC) BY: _______________________________ Martin J. Landers TITLE: _______________________________ President