HomeMy WebLinkAbout20083044.tiff RESOLUTION
RE: APPROVE STANDARD FORM FOR AGREEMENT FOR PROFESSIONAL SERVICES
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS,the Board has been presented with the form of an Agreement for Professional
Services between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, and various providers,with further terms and conditions being as
stated in said form, and
WHEREAS, after review, the Board deems it advisable to approve the form of said
agreement, a copy of which is attached hereto and incorporated herein by reference, and to
delegate standing authority to the Chair of the Board of County Commissioners to execute
individual agreements between Weld County and various providers.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the form of the Agreement for Professional Services between the County
of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,
and various providers be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign any agreements consistent with the form of said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 17th day of November, A.D., 2008.
L BOARD OF COUNTY COMMISSIONERS
'' WELD COUNTY, COLORADO
ATTEST: andetta6a44. ` ei-,° � l i'-L✓
'"'sJ IJV' iam H. Jerke, Chair
Weld County Clerk to the Boari ' \ r)_
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�,� Robert Pro-Tem
Deput /Li C I I, . . C
y Clerlkto the Board J
Will F. Garcia
APPROVED A F M: d�� F CIV
avid E. Long
e County Attorney n� o k/Q v /6 j s✓
Dougl Rademac er
Date of signature: I *I CS
2008-3044
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AGREEMENT 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
whose address is
("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 , through and
until
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 per hour. Charges shall be based on the time
actually spent performing the services, but shall exclude travel time. Mileage may be
charged to and from any required job site at a rate of cents per mile. 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 $
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 employee of County,
nor is Contractor entitled to any employee benefits from County as a result of the execution
of this Agreement.
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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 Contractors 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.
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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 Contractors 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.
COUNTY OF WELD, STATE OF Contractor's Signature:
COLORADO
Chair, Board of Commissioners
Date:
ATTEST:
Clerk to the Board
By:
Deputy Clerk to the Board
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