12-09-2010 Agreement CMC Historic Preservation ProgramI s] ffi ffll
THIS AGREEMENT is made effective this � day o keeEK6zYc
2010, between Colorado Mountain College Junior College District (hereinafter
referred to as "CIVIC" or the "College ") and the Town of Avon, a Colorado home
rule municipality, herein after referred to as "Owner."
RECITALS
WHEREAS, CIVIC seeks opportunities for students enrolled in its Historic
Preservation program (hereinafter the "Program ") to have practical, on -site
training and experience; and
WHEREAS, Owner conducts operations in connection with which such
training and experience can be provided; and
WHEREAS, the relationship between CIVIC and Owner can be mutually
beneficial:
NOW, THEREFORE, it is the desire of both parties to enter into this
agreement.
1.0 TERM
AGREEMENT
1.01 The term of this Agreement is for a period commencing upon the date first
indicated above and ending October 31, 2010, unless terminated earlier
as otherwise provided in this agreement.
1.02 Either party may terminate this Agreement upon fourteen days written
notice. Upon receipt of such notice, no new classes shall be initiated.
However, classes in progress shall be allowed to complete the required
instruction.
1.03 Upon execution of a mutual Letter of Agreement between CIVIC and
Owner, executed a least sixty (60) days prior to the end of the term, or any
extension thereof, successive one -year extensions of the term shall be
granted upon the same terms and conditions, covenants, and agreements
set forth herein unless amended in a writing executed by both parties.
2.0 ACKNOWLEDGEMENTS
2.01 Both parties shall comply with the letter and spirit of the Colorado Anti -
Discrimination Act of 1957, as amended, and all other applicable federal,
state and local laws, rules, regulations and orders regarding discrimination
and unfair employment practices.
2.02 Both parties shall comply with all requirements of any applicable federal,
state or local law, rule or regulation, including without limitation and
applicable health and safety law, rule or regulation.
2.03 The parties to this Agreement are independent contractors. The students,
faculty and staff providing services to Owner under this Agreement are
employees of CIVIC and are not employees of Owner. This Agreement
shall not be construed to create a partnership, joint venture, or other
relationship between the parties, other than as independent contractors.
3.00 RESPONSIBILITIES OF CIVIC
3.01 CIVIC shall provide services as set forth in the Scope of Services attached
as Exhibit A.
3.02 CIVIC shall provide fully qualified instructor(s) or staff with responsibility for
coordination, supervision and evaluation of the instruction and services
provided under this agreement. The instructor(s) shall be under the direct
supervision of an administrative designee of CIVIC. Project accounting
and tracking will be done per details outlined in the scope of services.
3.03 CIVIC shall provide appropriate administrative services including, but not
limited to, instructional supervision and evaluation, student admissions,
scheduling, registration and maintenance of appropriate educational
records.
3.04 Assigned faculty or staff shall coordinate with an assigned designee of
Owner to formulate activities which will enable students in the Program to
accomplish the educational objectives of the program while providing the
agreed services.
3.05 Prior to scheduling any individual student for on -site experience or
participation in this project, assigned faculty or staff shall determine that
the student has the necessary expertise and experience to safely
complete the required training and services.
3.06 CIVIC shall carry appropriate professional and other liability insurance for
its students, faculty and staff as a general endorsement to its existing
insurance coverage and shall provide a certificate of insurance to Owner
reflecting such coverage.
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3.07 CIVIC shall provide Workers Compensation insurance coverage for
students, faculty and staff participating in the Program while providing
services pursuant to this Agreement.
3.08 CIVIC shall designate an administrative representative for purposes of
implementation, supervision, and evaluation if required by this agreement
and shall inform Owner in writing of the representative's name and contact
information.
3.09 Assigned faculty shall develop a system of student evaluation that
provides participation on the part of Owner's staff within the various areas
to which a student is assigned, if required by the scope of services.
4.00 RESPONSIBILITIES OF OWNER
4.01 Owner shall pay CIVIC for the services provided in accordance with
Exhibit B.
4.02 Owner shall coordinate with CIVIC faculty to designate locations, times and
access to its facilities required for full implementation of this agreement.
4.03 Owner will provide general supervision and oversight of the services, if
specified by the scope of services, provided that CMC personnel shall
have ultimate responsibility for supervision and control of CMC's students,
faculty and staff.
4.04 Owner, its agents and designees acknowledge the instructional nature of
CIVIC and its Program, and shall make no effort to interfere with or impede
the effective delivery of instruction. Owner's personnel will recognize the
students as participants in an educational program and will make
arrangements for learning situations, which will contribute to student
growth and development. Assignments will not exceed those which permit
appropriate learning experiences that recognize the varying ability of
students.
4.05 Owner's personnel, if specified by the scope of services, will work with
CIVIC assigned faculty to develop an understanding of the expected
educational outcomes of the Program and will participate in evaluation of
student performance in a manner established by the assigned faculty to
ensure mastery of the curriculum requirements.
4.06 Owner will coordinate with CIVIC assigned faculty to provide opportunities
for student participation in in- service meetings.
4.07 CIVIC students are expected to be present during assigned hours and to
conduct themselves in a manner consistent with Owner's Policies and
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Procedures. Owner shall report known absences and infractions to CIVIC
assigned faculty, if stated in the scope of services. With reasonable
cause, Owner may request the removal of a student from the Owner's
premises or operations. Such cases will require discussions with the
assigned faculty to establish the conditions, if any, under which the
student may be permitted to continue his /her pursuit of the educational
experience.
5.00 INDEMNITY AGAINST LOSS; INSURANCE
5.01 CIVIC agrees to save, indemnify, defend, and hold Owner harmless, to the
extent permitted by law, from and against any and all claims, demands,
duties and actions of anyone not a party to this Agreement, including
without limitations CMC's employees, agents, students, and licensees for
loss, injury, damage or liability of any kind arising directly or indirectly out
of CMC's negligent acts in the performance of this Agreement.
CIVIC shall furnish a Certificate of Insurance attesting to general liability
insurance with minimum limits as follows:
Bodily Injury $1,000,000.00 each person
$3,000,000.00 each accident
Property Damage $1,000,000.00
5.02 Owner agrees to save, indemnify, defend, and hold CIVIC harmless, to the
extent permitted by law, from and against any and all claims, demands,
duties and actions of anyone not a party to this Agreement, including
without limitations Owner's officers, employees, agents, and licensees for
loss, injury, damage or liability of any kind arising directly or indirectly out
of Owner's negligent acts in the performance of this Agreement.
Owner shall furnish a Certificate of Insurance attesting to general liability
insurance with minimum limits as follows:
Bodily Injury $1,000,000.00 each person
$3,000,000.00 each accident
Property Damage $1,000,000.00
5.03 Nothing in this Agreement shall be construed or interpreted as a waiver by
CIVIC or Owner, express or implied, of any of the immunities, rights,
benefits, protection, or other provisions of the Colorado Governmental
Immunity Act.
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6.00 GENERAL PROVISIONS
6.01 This is the entire agreement of the parties on the subject matter hereof,
and no other representations, promises, or agreements, oral or otherwise,
shall be of any force or effect. This Agreement may be modified only in
writing signed by both parties. This Agreement shall be governed by and
construed according to the laws of the State of Colorado.
6.02 This Agreement shall not be modified, altered or changed except by
mutual agreement, confirmed in writing by an authorized representative of
each party to this Agreement.
6.03 The requirements of the Agreement may be suspended in the case of
causes, beyond the control of either part, which render performance
impracticable, such as acts of God, or the public enemy, disasters of war,
insurrection or mob violence, or strikes or other labor disputes.
6.04 The parties each agree to keep all non - public information about the other
obtained in the performance of this Agreement confidential, shall not
disclose it to any third parties, and shall safeguard such information from
disclosure in compliance with applicable laws.
6.05 Article X Section 201TABOR The Parties understand and acknowledge
that the Owner is subject to Article X, § 20 of the Colorado Constitution
( "TABOR "). The Parties do not intend to violate the terms and
requirements of TABOR by the execution of this Agreement. It is
understood and agreed that this Agreement does not create a multi - fiscal
year direct or indirect debt or obligation within the meaning of TABOR and,
therefore, notwithstanding anything in this Agreement to the contrary, all
payment obligations of the Owner are expressly dependent and
conditioned upon the continuing availability of funds beyond the term of
the Town's current fiscal period ending upon the next succeeding
December 31. Financial obligations of the Owner payable after the
current fiscal year are contingent upon funds for that purpose being
appropriated, budgeted, and otherwise made available in accordance with
the rules, regulations, and resolutions of Town of Avon, and other
applicable law. Upon the failure to appropriate such funds, this
Agreement shall be terminated.
6.06 Employment of or Contracts with Illegal Aliens CMC shall not knowingly
employ or contract with an illegal alien to perform work under this
Agreement. CMC shall not contract with a subcontractor that fails to
certify that the subcontractor does not knowingly employ or contract with
any illegal aliens. By entering into this Agreement, CMC certifies as of the
date of this Agreement it does not knowingly employ or contract with an
illegal alien who will perform work under the public contract for services
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and that the contractor will participate in the e- verify program or
department program in order to confirm the employment eligibility of all
employees who are newly hired for employment to perform work under the
public contract for services. CIVIC is prohibited from using either the e-
verify program or the department program procedures to undertake pre-
employment screening of job applicants while this Agreement is being
performed. If CIVIC obtains actual knowledge that a subcontractor
performing work under this Agreement knowingly employs or contracts
with an illegal alien, CIVIC shall be required to notify the subcontractor and
the Owner within three (3) days that CIVIC has actual knowledge that a
subcontractor is employing or contracting with an illegal alien. CIVIC shall
terminate the subcontract if the subcontractor does not stop employing or
contracting with the illegal alien within three (3) days of receiving the
notice regarding CMC's actual knowledge. CIVIC shall not terminate the
subcontract if, during such three days, the subcontractor provides
information to establish that the subcontractor has not knowingly
employed or contracted with an illegal alien. CIVIC is required to comply
with any reasonable request made by the Department of Labor and
Employment made in the course of an investigation undertaken to
determine compliance with this provision and applicable state law. If CIVIC
violates this provision, Owner may terminate this Agreement, and the
CIVIC may be liable for actual and /or consequential damages incurred by
the Owner, notwithstanding any limitation on such damages provided by
such Agreement.
6.07 Ownership of Documents Any work product, materials, and documents
produced by CIVIC pursuant to this Agreement shall become property of
the Owner upon delivery and shall not be made subject to any copyright
unless authorized by Owner. Other materials, methodology and
proprietary work used or provided by CIVIC to the Owner not specifically
created and delivered pursuant to the services outlined in this Agreement
may be protected by a copyright held by CIVIC and CIVIC reserves all rights
granted to it by any copyright. The Owner shall not reproduce, sell, or
otherwise make copies of any copyrighted material, subject to the
following exceptions: (1) for exclusive use internally by Owner's staff
and /or employees; or (2) pursuant to a request under the Colorado Open
Records Act, § 24 -72 -203, C.R.S., to the extent that such statute applies;
or (3) pursuant to law, regulation, or court order. CIVIC waives any right to
prevent its name from being used in connection with the services.
6.08 No Waiver of Rights A waiver by any Party to this Agreement of the
breach of any term or provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach by either Party. The
Owner's approval or acceptance of, or payment for, services shall not be
construed to operate as a waiver of any rights or benefits to be provided
under this Agreement. No covenant or term of this Agreement shall be
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deemed to be waived by the Owner except in writing signed by the Town
Council or by a person expressly authorized to sign such waiver by
resolution of the Town Council of the Town of Avon, and any written
waiver of a right shall not be construed to be a waiver of any other right or
to be a continuing waiver unless specifically stated.
6.09 Binding Effect The Parties agree that this Agreement, by its terms, shall
be binding upon the successors, heirs, legal representatives, and assigns.
6.10 No Third Party Beneficiaries Nothing contained in this Agreement is
intended to or shall create a contractual relationship with, cause of action
in favor of, or claim for relief for, any third party, including any agent, sub -
consultant or sub - contractor of CIVIC. Absolutely no third party
beneficiaries are intended by this Agreement. Any third -party receiving a
benefit from this Agreement is an incidental and unintended beneficiary
only.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on
the day first written above.
COLORADO MOUNTAIN COLLEGE
Campus CEO/ HP Program Director
Purchasing and Contracts Manager
TOWN OF AVO
No
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Name:
Title:
�o �y OF A��
eA,
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Exhibit A — Scope of Services
Provide material and labor to perform the following tasks:
A. Archaeology
1. Monitor ground disturbance in all areas
2. Photograph /record artifacts
3. Document findings
B. Site preparation
1. Remove walls from site.
2. Excavate the site by hand and dewatering.
C. Timber preparation
1. Use cribbing and jack stands to raise the timbers.
2. Set timbers to the side.
3. Determine the correct alignment of the timbers.
4. Pour concrete piers and let cure for 7 days.
5. Drill holes for the piers and place in holes.
6. Form grade beams.
7. Add color and texture to the concrete.
8. Pour the concrete and let cure for 14 days.
9. Put timbers on the concrete structure.
D. Site for the walls.
1. Pour concrete piers and let cure for seven days.
2. Drill holes for the piers.
3. Form grade beams.
4. Place pipe sleeves as support for the walls in the grade beams.
5. Add color and texture to the concrete.
6. Pour the concrete and let cure for 14 days.
E. Return the restored water wheel to the site.
1. Put water wheel in place.
2. Attach drive line to water wheel.
3. Level and align gears
4. Set north and west wall on pipe sleeves.
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Exhibit B — Budget
A. Archaeology - $1049.
B. Site preparation - $200.
C. Timber preparation - $12,574.
D. Site for the walls - $9,350.
E. Return the restored
water wheel to the site - $1,550.
TOTAL: 24 723.
Project Costs to be invoiced monthly based on progress.
E