HomeMy WebLinkAbout20090282.tiffAGREEMENT 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 Colorado
Digital Video whose address is 1705 29th Avenue, Greeley, Colorado, 80634
("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 December 2008 through and until
March 2009.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation. County agrees to pay Contractor for services performed as set
forth on Exhibit A at the rate of $4870.00. Charges shall be based on the time actually
spent performing the services, but shall exclude travel time. Contractor shall not be
paid any other expenses unless set forth in this Agreement. Payment to Contractor will
be made only upon presentation of a proper claim by Contractor, itemizing services
performed and mileage expense incurred. Payment for services and all related
expenses under this Agreement shall not exceed $$5000.00.
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
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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 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.
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 10 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 up to the time of notice and County shall be entitled the use of all material
generated pursuant to this Agreement.
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.
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.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year written below.
Contractor, Si nature:
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Date
COUNTY OF WELD, STATE
COLORADO ,^,
By:4j�/���
William F. Garcia Chair,
Board of County Commiss
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EST:
Clerk to the Board
putt' Clerk to the Board
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Exhibit A
General Description of Services —
Function as the videographer to the Weld County Abstinence Education Program by:
1. Assisting in the development of an educational video about marriage.
2. Taping, editing and designing an educational video about marriage.
3. Any additional tasks that are necessary in providing the Weld County Abstinence
Education Program with a professionally completed educational video.
Specific Description of Services —
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