TRANSMITTAL MEETING DATE: 6/15/2015

Transcription

1 c5 TRANSMITTAL BOCC Agenda Item # Consent PW1.7 Name: Dean Cooper Dept: Public Works MEETING DATE: 6/15/2015 Date Submitted: 6/10/2015 Phone: Item: Assignment of Professional Services Agreement from Buckhorn Geotech, Inc. to DOWL, LLC STRATEGIC PLAN PRIORITY #: Priority #4 STRATEGIC BUSINESS PLAN ITEM TO EXPLAIN: Effective and Responsive Government. Discussed with County Manager? Yes Reviewed by County Attorney? Yes Included in Current Year Budget? ANNUAL EXPENSE: OR REVENUE: Additional Employees Required? Yes No Program is... N/A NEW ONGOING TEMPORARY Subject to Annual Renewal? Yes If so, how many? Is this a Bid Award? No Is this a Grant? N/A County's Match? Bidders and Bid Amounts N/A Attach a Summary of Bids Received What Fiscal Policies and Rules Did You Follow? Montrose County Fiscal Policies were followed. Is this to be communicated to the Public? (PR Dept) Press Release Editorial Board Newsletter Article Other Purchase Amount: N/A Budget Amendment Attached? N/A BOCC Review and Discussion w/county Manager Yes SUMMARY: Consideration and possible authorization of the Chairman's signature on an "Assignment of Professional Services Agreement for Civil Engineering and Surveying Services" from Buckhorn Geotech, Inc., to Dowl, LLC, as reviewed by Counsel; this assignment is effective June 15, 2015, and expires December 31, Buckhorn Geotech, Inc. is currently under contract with Montrose County to provide professional engineering and land surveying services to the Public Works Division. Buckhorn was sold to DOWL, LLC in This assignment will allow design work currently in process for Public Works to continue. In support of Strategic Plan Priority #4, Effective and Responsive Government.

2 ASSIGNMENT OF MONTROSE COUNTY PROFESSIONAL SERVICES AGREEMENT FOR CIVIL ENGINEERING & SURVEYING SERVICES FOR GOOD AND VALUABLE CONSIDERATION, BUCKHORN GEOTECH, INC. (Assignor) hereby assigns and transfers to DOWL, LLC, 222 S. Park Ave., Montrose, Colorado 81401, (Assignee) all its rights, title, and interests under the Professional Services Agreement for Civil Engineering & Surveying Services (the Agreement) dated January 6, Montrose County has renewed said agreement through December 31, 2015 per section 4. Term of Contract of the Agreement. Assignee hereby assumes all rights, duties, obligations and liabilities imposed on Assignor by the Agreement and shall abide by all the terms, conditions and provisions of the Agreement. Assignor and Assignee agree that this Assignment shall be binding upon and shall inure to the benefit of their respective heirs, successors, and assigns. EXECUTED this 15th day of June, ASSIGNOR: BUCKHORN GEOTECH, INC. ASSIGNEE: DOWL, LLC Norman J. Aufderheide, P.E. President Norman J. Aufderheide, P.E. Senior Project Manager APPROVAL OF ASSIGNMENT The County of Montrose, State of Colorado, hereby approves this Assignment effective this 15th day of June, BOARD OF COUNTY COMMISSIONERS ATTEST: COUNTY OF MONTROSE David S. White, Chairman Deputy Clerk and Recorder

3 GEOTECH Monday, March 30, South Park Ave. Montrose. CO Ph.: (970) FAX: (970) Montrose County Attn: Dean Cooper 1845 S. Townsend Ave. Montrose, CO Transmitted by to: RE: DOWL, LLC Acquisition of Buckhorn Geotech, Inc. Consent to Assignment for Montrose County Civil Engineering & Surveying Consulting Services Award Dear Dean Cooper and Montrose County, The purpose of this letter is to inform you that on December 9, 2014, Buckhorn Geotech, Inc. and DOWL, LLC closed on a transaction in which DOWL, LLC acquired Buckhorn Geotech, Inc. This agreement goes into effect on January 1, In connection with this transaction, Buckhorn Geotech, Inc. employees (including myself) will become employees of DOWL, and Buckhorn Geotech, Inc. is transferring and assigning certain contracts to DOWL. The following contracts relating to the Montrose County Civil Engineering & Surveying Consulting Services Award is included in DOWL's acquisition: Montrose County Civil Engineering & Surveying Consulting Services Award We are requesting your written consent to assign the above Montrose County contract to DOWL. We expect a smooth transition as we change our ownership to DOWL, and we would like to offer our assurance that the same people with the same expertise will continue to assist you with your project. Eventually, our name will be changing, but our capabilities and breadth are increasing. We request an authorized signatory of Montrose County sign and return an executed copy of this letter per the instructions below. By signing below, Montrose County acknowledges the sufficiency of this notice and consents to the assignment of the Buckhorn Geotech, Inc. contract to DOWL. Please sign and return this letter via to our office manager Carla Gallegos-Fox at carla@buckhorngeo.com and please copy Linda S. Hulteen who is managing DOWL's acquisition of Buckhorn at Ihulteen@dowlhkm.com. Please return an original signed version of this letter via regular mail to the following address at your earliest convenience: Page 1 of 2

4 Buckhorn Geotech, Inc. 222 S. Park Avenue Montrose, CO If you have any questions regarding this request for consent to assignment, please contact me at my direct line: (970) Thank you for your prompt attention and assistance. Sincerely, BUCKHORN GEOTECH, INC. 1/ ,L,2, Norman 3 Aufderheide, P.E. President normobuckhorngeo.com (970) ACKNOWLEDGED, AGREED AND, WITH RESPECT TO THE ASSIGNMENT OF THE ABOVE REFERENCED CONTRACT, EFFECTIVE JANUARY 1, 2015, CONSENTED BY: SIGNED: NAME: TITLE: DATE: Page 2 of 2

5 MONTROSE COUNTY COLORADO January 7, 2014 Buckhom Geotech, Inc. Attn: Norm Aufderheide P.E. 222 South Park Ave Montrose, CO Dear Mr. Aufderheide, I am pleased to notify you that Buckhorn Geotech Inc., Del-Mont Consultants, Inc., and Mesa Engineering & Surveying Co. Inc. were awarded contracts for Civil Engineering & Surveying Consulting Services. The Board of County Commissioners, at their January 6, 2014 meeting awarded the contracts based upon recommendation from staff. Enclosed is one fully signed original agreement for your records. Thank you and we look forward to the continued business relationship. We will also need current certificates of insurance if they have not already been submitted. Sincerely, Danny Loncar Assistant Public Works Director - Cc: Public Works Director County Engineer File

6 PROFESSIONAL SERVICES AGREEMENT CIVIL ENGINEERING & SURVEYING CONSULTING SERVICES THIS AGREEMENT, made and entered into this (p'r'y day ofif,vvii rq, 2014, by and between MONTROSE COUNTY, COLORADO ("County") acting by and through the Board of County Commissioners, and Buckhorn Geotech, Inc. ("Contractor"), provides as follows: Whereas, County desires to obtain the services of Contractor for the purpose of providing Civil Engineering & Surveying Consulting Services on a Task Call basis; and Whereas, Contractor desires to provide the Services on a Task Call basis pursuant to this Agreement; NOW, THEREFORE, in consideration of the covenants, promises and agreements contained herein, County and Contractor agree as follows: 1. Scope of Services. County retains Contractor to provide the Services and Contractor agrees to complete the Services in accordance with the CIVIL ENGINEERING & SURVEYING CONSULTING SERVICES PROPOSAL, and all attachments thereto, all of which are attached hereto and incorporated herein as Exhibit A ("Scope of Services") and the terms and conditions in this Agreement. If any provision of the Scope of Services conflicts with this Agreement, the terms of this Agreement shall control. Each Task Call will be an independent scope of services, subject to independent approvals and funding. Future task calls will incorporate into the scope of services of this agreement as they are authorized and issued. 2. Independent Contractor. The parties agree that Contractor shall be an independent contractor and shall not be an employee of County. Contractor, as an independent contractor, is not entitled to workers' compensation benefits and unemployment insurance benefits, and Contractor is obligated to pay federal and state income tax on any monies earned pursuant to this agreement. 3. Time of Performance. The services of Contractor to be performed hereunder shall commence upon each approved Task Call and issuance of a County purchase order. Each Task Call undertaken will be completed in expeditious manner. 4. Term of Contract. This contract shall be effective January 1, 2014? through December 31, 2014 unless terminated by either party. Contract may renew for one 1 additional year at the sole discretion of the' alijarigilbs term Janu ber Method of Payment. County agrees to pay Contractor for services rendered pursuant to this Agreement the rates as set forth in the Scope of Services. Payment shall be made under normal county payables processing upon billing by Contractor. The parties agree and acknowledge that this Agreement does not constitute a

7 multiple-fiscal year debt or financial obligation of County pursuant to Section 20(4)(b) of Article X of the Constitution of Colorado, based upon County's ability to terminate this Agreement as set forth herein. Contractor acknowledges that County has made no promise to continue to budget and appropriate funds beyond fiscal year 2014, and that County has pledged adequate cash reserves for fiscal year 2014 to cover the obligations of this Agreement. If no task calls are issued in a given year then there will be no financial liability incurred. 5. Right to Monitor Performance. County reserves the right to monitor and evaluate the progress and performance of Contractor to ensure that the terms of this Agreement are being satisfactorily met in the opinion of County and in accordance with all applicable monitoring and evaluating criteria and standards. Contractor shall cooperate with County relating to such monitoring and evaluation. 6. Ownership of Documents. All documents, pleadings, drawings, guidelines, electronic media, electronic data, books, manuals, field notes, and reports, regardless of form (collectively "Documents"), prepared, developed or created by Contractor or its subcontractors, pursuant to this Agreement, shall be the property of County. Contractor, and its subcontractors, hereby assign, without limitation, all right, title and interest in and to the Documents to County, including all copyrights to the Documents. County shall have the right to take such actions relating to the Documents as it deems appropriate, in its sole discretion, including, but not limited to the following: 1) reproduce the Documents, or any portion thereof; 2) prepare derivative works; 3) distribute copies to the public; and 4) present or display the Documents to the public. Contractor shall have the right to utilize such documents in the course of its marketing, professional presentations, and for other business purposes. 7. Insurance Requirements. Contractor shall procure and maintain, at his own expense, throughout the initial and subsequent term of this contract the following: (a) Comprehensive General Liability. Contractor shall procure and keep in force during the duration of this Agreement a policy of Comprehensive General Liability insurance insuring Contractor and naming County as an additional insured against any liability for personal injury, bodily injury, or death arising out of the performance of services hereunder and against liability for property damage with a combined single limit of at least $1,000,000 (CRS ). The limits of said insurance shall not, however, be a limit to the liability of Contractor hereunder. (b) Professional Liability Insurance. Contractor shall procure and keep in force during the term of this Agreement errors and omissions professional liability insurance insuring Contractor against any professional liability with limits of $100,000 / $300,000. Contractor may be requested to procure additional E&O insurance under a specific Task Call with limits up to $1,000,000. The limits of said insurance shall not, however, be a limit to the liability of Contractor hereunder. 2

8 (c) Terms of Insurance. Insurance required shall be with companies qualified to do business in the State of Colorado with a general policyholder's financial rating of not less than "A" as set forth in the most current edition of "Best's Insurance Reports" and may provide for deductible amounts as Contractor may deem to be reasonable for the Services, but in no event greater than $10,000. No such policies shall be cancelable except after thirty (30) days prior written notice to County. Contractor shall not do nor permit to be done anything that shall invalidate the insurance policies referred to in this section and Contractor shall immediately advise County in writing if a reduction in coverage or other modification of the insurance coverage occurs. The policy described in (a) above shall be for the mutual and joint benefit and protection of Contractor and County. Such policies shall contain a provision that County, although named as an additional insured, shall nevertheless be entitled to recovery under such policy for any loss occasioned to it, its servants, agents, citizens, and employees by reason of negligence of Contractor. Such policy shall be written as a primary policy not contributing to and not in excess of coverage which County may carry. (d) Other Insurance. Contractor shall procure and keep in force during the term of this Agreement workers' compensation and such other insurance as may be required by any law, ordinance or governmental regulation. (e) Copies of Certificates. Prior to commencement of work, Contractor shall furnish to County certificates of insurance policies evidencing the required coverage. If a policy ends during the term of this agreement the Contractor shall forward new certificates of insurance showing continuity of coverage. Subcontractor Insurance. Contractor agrees to insert the substance of these insurance requirements in all subcontracts. Furthermore, County will hold Contractor responsible in the event any subcontractor fails to have adequate insurance. (g) Variations. County reserves the right to approve variations in the above requirements upon request of Contractor if, in County's opinion, such variations do not substantially affect County's interests. 8. Indemnification. Contractor covenants and agrees to indemnify, defend, save and hold harmless the County, the Board and its agents and employees from and against any and all claims, damages, losses, injuries and expenses, including attorney's fees, litigation, judgments, damages, claims and demands of any kind whatsoever in connection with, arising out of, or by any reason related to Contractor's actions pursuant to this Agreement. -9. County Responsibilities. lii -addition to such responsibilities as may be set forth in this Agreement, County shall have the following specific responsibilities: 3

9 Provide Contractor with access to all pertinent County records, documents, books, manuals, regulations, ordinances, resolutions or other resources requested by Contractor that are relevant to the task call. Provide Contractor with access to all County staff and officials for consultation purposes, as may be necessary to provide the Services. 10. Amendments. This Agreement may not be modified or amended, and no waiver of any terms, conditions, rights or remedies hereunder, shall be binding upon any party hereto without the prior written consent of both parties hereto. A waiver of any term or provision shall not be construed to be a waiver of any other term or provision. Specifically, but not by way of limitation, the subcontractors, the individual staff members of the Contractor, and their respective responsibilities, all as set forth in the Scope of Services, shall not be changed without the prior written consent of County. Any written amendments to this Agreement shall become part of this Agreement. 11. Termination. This Agreement may be terminated by either party, with or without cause, upon ten (10) days prior written notice to the other party. In the event of termination by County, other than for reason of default by Contractor under this Agreement, County shall be liable to pay Contractor all compensation earned up to the date of termination in accordance with the Scope of Services. Notwithstanding the above, Contractor shall not be relieved of liability to County for damages sustained by County by virtue of any default by Contractor under this Agreement. en effilliviefinminimpiminimmintime" 13. Notices. All notices, consents and communications required under this Agreement shall be in writing and shall be deemed effective when hand delivered, when sent by certified mail, return receipt requested, or when sent by electronic communication (facsimile), or when sent by electronic mail, and correctly addressed as follows: If to County: Legal Notice Montrose County Attorney 317 S. 2nd St. Montrose, Colorado FAX attorney@montrosecounty.net If to County: Technical Notice PUblie Woris- Difeator 949 N. rd St. Montrose, CO FAX engineer@montrosecounty.net 4

10 If to Contractor: Buckhorn Geotech Norm Aufderheide, P.E. 222 S Park Ave Montrose, CO Fax: norrn@bucichorngeo.com 14. Benefit. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, their successors and assigns. 15. Governing Law. This Agreement shall be governed and construed in all respects and the rights of the parties hereto shall be determined in accordance with the laws of the State of Colorado. Any suits or claims arising out of this Agreement shall be filed in Montrose County, Colorado. 16. Compliance with Laws. In performing the services hereunder, Contractor shall ensure that its employees and subcontractors comply with all applicable laws and regulations. 17. Severability. If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions. On the contrary, such remaining provisions shall be fully severable, and this Agreement shall be construed and enforced as if such invalid provisions never had been inserted in this Agreement. 18. Illegal Aliens. Contractor shall comply with the requirements of Colorado Revised Statutes , et. seq. 19. This Is Not An Exclusive Contract. County may, at its sole discretion, contract with other entities for work similar to that to be performed by the Contractor hereunder. Contractor may contract to perform similar work for others, and is not expected to work exclusively for County. 5

11 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first written above. CONTRACTOR Buc, orn Geotech, Inc. A horize MONTROSE COUNTY, COLORADO Acting by and through the Board f CountC n i Toners A4,. A4((' '''t----- Ronald -D. Henderson, Chairman Board of County Commissioners ATTEST:.4Lt4at-c,,P Clerk/Deputy Clerk to the Board Sworn to and subscribed before me personally by N of fytcun n-wpc-c,,,,rh, ; rte._, authorized representative of Buckborri Geotech, Inc. in Montrose County Colorado this ca NI day of..ri r,,,,,, ft. (1,t,, Witness my hand and official seal. My commission expires: n?-itt 1 1::. 14 [SEAL] 9ot-PA\j'' ary Public 6

12 ADDENDUM A - FOR SERVICES NOTIFICATION OF IMMIGRATION COMPLIANCE REQUIREMENTS AND CERTIFICATION BY CONTRACTOR r ("Contractor" herein) acknowledges that Contractor has been notified of the immigration compliance requirements of C.R.S , et.seq. (House Bill ), and hereby CERTIFIES that: 1. The Contractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services; or 2. 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 the public contract for services; 3. The Contractor has verified or attempted to verify through participation in the basic pilot program that the Contractor does not employ any illegal aliens and, if the Contractor is not accepted into the basic pilot program prior to entering into a public contract for services, that the Contractor shall apply to participate in the basic pilot program every three months until the Contractor is accepted or the public contract for services has been completed, whichever is earlier. This provision shall not be required or effective in a public contract for services if the basic pilot program is discontinued; 4. The Contractor acknowledges that the Contractor is prohibited from using basic pilot program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed; 5. If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: (A) Notify the subcontractor and the contracting state agency or political subdivision within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (B) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (A) of this Section 5 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 knowinglyeinployed or contracted wither illegal alien. 6. Contractor is required to comply with any reasonable request by the State Department of Labor and Employment ("Department" herein) made in the course of an investigation that the Department is undertaking pursuant to the authority established in C.R.S (5).

13 7. If Contractor violates a provision of the public contract for services required herein may terminate the contract for a breach of the contract. If the contract is so terminated, the Contractor shall be liable for actual and consequential damages to the County. 8. The County is obligated to notify the office of the secretary of state if a contractor violates a provision of this Addendum and the County terminates the contract for such breach. Based on this notification, the secretary of state shall maintain a list that includes the name of the Contractor, the state agency or political subdivision that terminated the public contract for services, and the date of the termination. A contractor shall be removed from the list if two years have passed since the date the contract was terminated, or if a court of competent jurisdiction determines that there has not been a violation of the provision of the public contract for services required pursuant to Section I. An agency or political subdivision shall notify the office of the secretary of state if a court has made such a determination. The list shall be available for public inspection at the office of the secretary of state and shall be published on the internet on the website maintained by the office of the secretary of state. 9. The Department may investigate whether a contractor is complying with the provisions of a public contract for services required pursuant to Section I. The Department may conduct on-site inspections where a public contract for services is being performed, request and review documentation that proves the citizenship of any person performing work on a public contract for services, or take any other reasonable steps that are necessary to determine whether a contractor is complying with the provisions of a public contract for services required pursuant to Section I. The Department shall receive complaints of suspected violations of a provision of a public contract for services (this Addendum) and shall have discretion to determine which complaints, if any, are to be investigated. The results of any investigation shall not constitute final agency action. The Contractor is hereby notified that the Department is authorized to promulgate rules in accordance with article 4 of title 24, C.R.S., to implement the provisions of C.R.S , et. seq. Dated this 2-"*".- day of, J. "Sf Aq Al 7. Printed Name ft#04 /401.-