HomeMy WebLinkAbout20070174.tiff RESOLUTION
RE: APPROVE AGREEMENT TO PROVIDE PROFESSIONAL CONSULTING SERVICES AND
AUTHORIZE CHAIR TO SIGN - MAXIMUS, INC.
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 an Agreement To Provide Professional
Consulting Services between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County,and MAXIMUS, Inc.,commencing upon full execution,with
further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Purchase of Services Agreement for Consulting Services between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, and MAXIMUS, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 15th day of January, A.D., 2007.
BOARD OF COUNTY COMMISSIONERS
WE COUNTIY, COLORADO
ATTEST: # _ DD � � L%Ai Ci F �c�
/ � /
f861�� ,r_ . E. Long, Chair
Weld County Clerk to the Boa ' ::,. eV
O f
. ', �+ i4m . J e Pr•-Tem
Deputy C rk to the Board
Will m F. Garcia
APP
I3OV2 AS TO FO 6 .Q
Robert D. Masden
ounty Attorney
7 Dou las ade cher
Date of signature: /at 0- 5
2007-0174
AC0020
��' AC mita (i o-125) n!-0Z3 -07
AGREEMENT TO PROVIDE
PROFESSIONAL CONSULTING SERVICES
WELD COUNTY, COLORADO
THIS AGREEMENT, entered into this /6 day of \)--nta 2007, and
effective immediately by and between MAXIMUS, Inc., (hereafter called "Consultant"),
and Weld County, Colorado (hereinafter called the "COUNTY"), WITNESSETH THAT:
WHEREAS, the County has programs which it operates with outside funding;
and
WHEREAS, the County supports these programs with support services paid
from the County's general funds; and
WHEREAS, outside users will pay a fair share of these costs, if supported by an
appropriate cost allocation plan; and
WHEREAS, Consultant is staffed with personnel knowledgeable and
experienced in the requirements of developing and negotiating such governmental cost
allocation plans; and
WHEREAS, the County desires to engage the Consultant to assist in developing
a plan which conforms to Federal requirements and will be approved by their
representatives;
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. EMPLOYMENT OF CONSULTANT. The County agrees to engage the
Consultant and the Consultant hereby agrees to perform the following services.
2. SCOPE OF SERVICES. The Consultant shall do, perform, and carry out
in a good and professional manner the following services:
A. Provide technical assistance for the completion of a 2 CFR Part 225
(OMB A-87) compliant central services cost allocation plan, based on
actual costs for the year ended December 31, 2006, which identifies
the various costs incurred by the County to support and administer
non-general fund programs.
B. Negotiation of the completed cost allocation plan with the appropriate
Federal and/or State Representatives if such negotiation is requested
by those representatives.
3. TIME OF PERFORMANCE. The services to be performed hereunder by
the Consultant shall be undertaken and completed in such sequence as to assure their
expeditious completion and best carry out the purposes of the agreement.
4. COMPENSATION. The County agrees to pay the Consultant a sum not to
exceed FIVE THOUSAND FIVE HUNDRED Dollars ($5,500) for completion of the 2
CFR Part 225 compliant plan. Consultant agrees to complete the project and all
services provided herein for said sum.
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2007-0174
5. METHOD OF PAYMENT. Consultant shall be entitled to payment in
accordance with the provisions of this paragraph. Upon delivery of the draft cost plan
to the County, Consultant will invoice the County for 70% of the contract amount. The
remaining 30% will be invoiced by the Consultant upon finalization of the cost plan.
6. CHANGES. The County may, from time to time, require changes in the
scope of the services of the Consultant to be performed hereunder. Such changes,
which are mutually agreed upon by and between the County and Consultant, shall be
incorporated in written amendment to this Agreement.
7. SERVICES AND MATERIALS TO BE FURNISHED BY COUNTY. The
County shall furnish the Consultant with all available necessary information, data, and
materials pertinent to the execution of this Agreement. The County shall cooperate with
the Consultant in carrying out the work herein, and shall provide adequate liaison
between the Consultant and other agencies of County government.
8. INFORMATION AND REPORTS. The Consultant shall, at such time and
in such form as the County may require, furnish such periodic reports concerning the
status of the project, such statements, certificates, approvals, and other information
relative to the project as may be requested by the County. The Consultant shall furnish
the County, upon request, with copies of all documents and other materials prepared or
developed in relation with or as part of the project.
9. RECORDS AND INSPECTION. The Consultant shall maintain full and
accurate records with respect to all matters covered under this Agreement. The County
shall have free access at all proper times to such records, and the right to examine and
audit the same and to make transcripts therefrom, and to inspect all program data,
documents, proceedings, and activities.
10. ACCOMPLISHMENT OF PROJECT. The Consultant shall commence,
carry on, and complete the project with all practicable dispatch, in a sound economical
and efficient manner, in accordance with the provisions thereof, and all applicable laws.
In accomplishing the project, the Consultant shall take such steps as are appropriate to
insure that the work involved is properly coordinated with related work being carried on
in the County.
11. PROVISIONS CONCERNING CERTAIN WAIVERS. Subject to applicable
law, any right or remedy which the County may have under this contract may be waived
in writing by the County by a formal waiver, if, in the judgment of the County, this
contract, as so modified, will still conform to the terms and requirements of pertinent
laws.
12. MATTERS TO BE DISREGARDED. The titles of the several sections,
subsections, and paragraphs set forth in this contract are inserted for convenience of
reference only and shall be disregarded in construing or interpreting any of the
provisions of this contract.
13. COMPLETENESS OF CONTRACT. This contract and any additional or
supplementary document or documents incorporated herein by specific reference
contain all the terms and conditions agreed upon by the parties hereto, and no other
agreements, oral or otherwise, regarding the subject matter of this contract or any part
thereof shall have any validity or bind any of the parties hereto.
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14. COUNTY NOT OBLIGATED TO THIRD PARTIES. The County shall not
be obligated or liable hereunder to any party other than the Consultant.
15. WHEN RIGHTS AND REMEDIES NOT WAIVED. In no event shall the
making by the County of any payment to the Consultant constitute or be construed as a
waiver by the County of any breach of covenant, or any default which may then exist,
on the part of the Consultant, and the making of any such payment by the County while
any such breach or default shall exist in no wise impair or prejudice any right or remedy
available to the County in respect to such breach or default.
16. PERSONNEL. The Consultant represents that it has, or will secure at its
own expense, all personnel required in performing the services under this agreement.
Such personnel shall not be employees of or have any contractual relationship with the
County. All of the Services required hereunder will be performed by the Consultant or
under its supervision, and all personnel engaged in the work shall be fully qualified to
perform such services.
17. CONSULTANT LIABILITY IF AUDITED. The Consultant will assume all
financial and statistical information provided to the Consultant by the County's
employees or representatives is accurate and complete. Any subsequent disallowance
of funds paid to the County under the plan is the sole responsibility of the County. The
Consultant will, however, provide assistance to the County should an audit be
undertaken of County indirect costs.
18. ASSIGNMENT. Consultant agrees not to assign, convey or transfer its
interest in this Agreement to any other entity without the prior written consent of the
County, which consent shall not be unreasonably withheld. Provided however,
Consultant may assign, convey or transfer its interest in this Agreement to an entity
which succeeds to substantially all of the business of Consultant, by merger or
otherwise.
19. TERMINATION. County may terminate this Agreement with or without
cause upon giving thirty (30) days written notice to Consultant. In the event of
termination by County, Consultant shall be entitled to be paid for services and
expenses incurred through the effective date of termination, payment for such services
and expenses by County shall constitute, or be deemed to be, a waiver by County of
any claims County may have against Consultant.
20. COPYRIGHT. County acknowledges that the software which generates
the report format and the report format to be provided by Consultant are copyrighted.
Consultant shall ensure that all copies of its report bear the copyright legend. County
agrees that all ownership rights and copyrights thereto lie with Consultant. County may
use the report solely for and on behalf of County's operations. County agrees that it will
take appropriate action by instruction, agreement or otherwise with its employees to
satisfy its obligations with respect to use, copying, protection and security of the report
format.
21. LIMITATION OF LIABILITY. County agrees that MAXIMUS total liability
to County for any and all damages whatsoever arising out of or in any way related to
this Contract from any cause, including but not limited to contract liability or MAXIMUS
negligence, errors, omissions, strict liability, breach of contract or breach of warranty
shall not, in the aggregate, exceed fees paid to MAXIMUS.
Page 3 of 4
In no event shall MAXIMUS be liable for special, indirect, incidental, economic,
consequential or punitive damages, including but not limited to lost revenue, lost profits,
replacement goods, loss of technology rights or services, loss of data, or interruption or
loss of use of software or any portion thereof regardless of the legal theory under which
such damages are sought even if MAXIMUS has been advised of the likelihood of such
damages, and notwithstanding any failure of essential purpose of any limited remedy.
Any claim by County against MAXIMUS relating to this Contract must be made in
writing and presented to MAXIMUS within one (1) year after the date on which
MAXIMUS completes performance of the Services specified in this Contract.
22. INDEMNIFICATION. MAXIMUS shall defend, indemnify and hold
harmless County from and against damages, liability and costs (including reasonable
attorney fees) directly caused by the negligent actions or willful misconduct of
MAXIMUS, its employees or agents. MAXIMUS shall not be responsible for any
damages or liability resulting, in whole or in part, from the negligence or willful
misconduct of County, its employees, consultants or agents or any third party.
23. NOTICES. Any notices, bills, invoices, or reports required by this
Agreement shall be sufficient if sent by the parties hereto in the United States mail,
postage paid, to the addresses noted below:
Weld County, Colorado MAXIMUS, Inc.
915 10th Street 10200 E. Girard Avenue, B-223
Greeley, CO 80632 Denver, CO 80231
Attn: Janet Reichert Attn: Anita J. White
IN WITNESS WHEREOF, the County and the Consultant have executed this
Agreement as of the date first written above.
Board of County Commissioners
of Weld County, Colorado
By: E Date: 01/15/2007
(Weld County, Colorado Offici
David E. Long, Chair E a,
so,
Attest: _i `. 1-9
_
By. in
Deputy erk to the Board' - c:
MAXIMUS, Inc. l
By: 41--,.. c.- )U % 4 Date: /
Anita J. Whir
Vice President
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