HomeMy WebLinkAbout20062876 RESOLUTION
RE: APPROVE AGREEMENT FOR PROFESSIONAL SERVICES AND AUTHORIZE CHAIR
TO SIGN - NEW HORIZONS COMPUTER LEARNING CENTER, DBA COMPUTER
LEARNING CENTERS OF UTAH, LLC
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 for Professional Services
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Clerk and Recorder's Office, and New Horizons
Computer Learning Center, dba Computer Learning Centers of Utah, LLC, commencing upon full
execution, and ending three years from date of 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 Agreement for Professional Services between the County of Weld,State
of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Clerk and Recorder's Office, and New Horizons Computer Learning Center, dba Computer
Learning Centers of Utah, LLC, 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 16th day of October, A.D., 2006.
BOARD OF C UNTY COMMISSIONERS
^m,^ WELD CO t , COLORADO
ATTEST: Lyle/
km
rti eile, Chair
�
Weld County Clerk to the B and t��,. � .
� ,. ,,� CUSED
�r z vid E. Long, Pro-Tem
BY: _RILL` I4- , .�
Dep Clerk the Board ' EXCUSED
Willi Jerke
A,I7 V ' ASTOF
/ Robe D. Masde
ounty Attorney SAO 6'"�
Glenn Vaad
Date of signature: I1474It94'
2006-2876
CR0023
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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this/6 -thy of Ce/pier , 2006, by
and between the COUNTY OF WELD, STATE OF COLORADO, by and on behalf of Weld
County Clerk and Recorder's Office, whose address is 915 Tenth Street, Greeley, Colorado
80631, hereinafter referred to as'Weld Countg'and NEW HORIZONS COMPUTER
LEARNING CENTERS, a d/b/a of Computer Learning Centers of Utah, LLC, with its principal
place of business at 2355 South Technology Drive, West Valley City, Utah 84119, hereinafter
referred to as"Contract Professional'.' Weld County and Contract Professional are sometimes
hereinafter referred to as the'Parties'.'
WITNESSETH:
WHEREAS, County Department is in need of hiring an independent contract professional
to perform the following`Professional Services'.'the professional services listed in the Scope of
Work attached hereto and referred to herein as'Exhibit A'and
WHEREAS, Contract Professional has the time available and is willing to perform the
Professional Services, for the calendar year 2006, on the dates set forth on the'Weld County
Election Judge Training Scheduld'attached hereto and referred to as"Exhibit B'and
WHEREAS, Contract Professional is willing to perform the Professional 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. TERM: The term of this Agreement shall be from the date of execution by both
parties through and until three(3) years from the date of execution. The Parties
may renew the term of this Agreement for two additional one year periods based
upon the same terms and conditions (Additional Terms')as set forth in this
Agreement.
2. SERVICES PROVIDED BY CONTRACT PROFESSIONAL: Contract
Professional agrees to perform the Professional Services for the compensation
provided below.
3. COMPENSATION: County Department agrees to pay Contract Professional for
all service performed hereunder as follows: the Professional Services shall be
provided at the rate set forth in Exhibit A, with a fee of$22 per person/for
training session for the term of the Agreement. Payment shall be made to Contract
Professional within thirty (30) days of Contract ProfessionaFs invoice detailing the
services performed, the date of the services and such other information that is
relevant to the services performed. The anticipated fee may be modified or limited
by Work Order. All compensation amounts payable after the current fiscal year
are contingent upon funds for that purpose being appropriated, budgeted, and
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2006-2876
otherwise made available. With the exception of the travel costs set forth in
Exhibit A, Contract Professional shall be responsible for all costs and expenses it
incurs in performing its obligations under this Agreement.
4. INDEPENDENT CONTRACTOR: Contract Professional agrees that it is an
independent contractor and no one under it supervision or employ will become an
employee of Weld County, nor is it or anyone under its employ or supervision
entitled to any employee benefits from Weld County as a result of the execution
of this Agreement. Each party shall have the responsibility to discharge all of the
obligations of an independent contractor under federal, state, and local law,
including but not limited to, those obligations relating to employee supervision,
benefits and wages; taxes; unemployment compensation and insurance; social
security; worker's compensation; disability pensions and tax withholding,
including the filing of all returns and reports and the payment of all taxes,
assessment s and contributions and other sums required of an independent
contractor.
The parties agree that Contract Professionars obligations under this agreement
are solely to Weld County. This Agreement shall not confer any rights to third
parties unless otherwise expressly provided for under this Agreement.
5. INDEMNIFICATION, DESIGN AND INSURANCE: Contract Professional shall
indemnify Weld County, its officers and employees, against liability for injury or
damage caused by any negligent act or omission by Contract Professional in the
performance of this Agreement and shall hold Weld County harmless from any
loss occasioned as a result of the performance of this Agreement. Contract
Professional shall be responsible for the professional quality, technical accuracy,
timely completion and the coordination of all services rendered by Contract
Professional and shall, without additional compensation, promptly remedy and
correct any errors, omissions, or other deficiencies. Contract Professional shalt
maintain commercial general liability insurance in the amount of$500,000
combined single limits and errors and omissions insurance in the amount of
$500,000.
6. NON-ASSIGNMENT: Contract Professional may not assign or transfer this
Agreement, any interest therein or claim thereunder, without the prior written
approval of Weld County.
7. ACCESS TO RECORDS: Weld County shall have access to Contract
Professionars financial records for the 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.
8. 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
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of the terms of the Agreement.
9. TIME OF THE ESSENCE: Time is of the essence in each and all of the
provisions of this Agreement. The schedule set forth in Exhibit B shall represent
the commitment of Contract Professional to provide its services to Weld County
for the calendar year 2006. Future dates will be agreed to by the parties and
reduced to writing as addendums to this Agreement.
10. ENTIRE AGREEMENT/MODIFICATIONS: This Agreement constitutes the
entire understanding between the parties with respect to the promises and
covenants made therein. No modification of the terms of this Agreement shall be
valid unless made in writing and agreed to by both parties.
11. NON-APPROPRIATION: No portion of this Agreement shall be deemed to
create an obligation on the part of Weld County to expend funds not otherwise
appropriated in each succeeding year. If funds are not available beyond December
31 of any fiscal year of this Agreement, Weld Countys obligation for performance
of this Agreement beyond that date shall be null and void.
12. WAIVER OF IMMUNITIES/THIRD PARTY LIABILITY: No portion of this
Agreement shall be deemed to constitute a waiver of any immunities which Weld
County or its officers or employees may possess, nor shall any portion of this
Agreement be deemed to have created a duty of care with respect to any persons
other than Weld County who or which are not a party to this Agreement.
13. COUNTY REPRESENTATIVE: Weld County will designate, prior to
commencement of work, its project representative (County Representativd)who
shall make, within the scope of his or her authority, all necessary and proper
decisions with reference to the project. All requests for contract interpretations,
change orders, and other clarification or instruction shall be directed to County
Representative. For the first year of this Agreement, the County Representative
shall be Steve Moreno.
14. TERMINATION:
14.1 Termination for Default.
Weld County may terminate this Agreement for an `Event of Default'as
defined, upon written notice from Weld County to Contract Professional..
14.2 Termination by Contract Professional for Default.
Contract Professional may terminate this Agreement for an Event of Default upon
written notice from Contract Professional to Weld County.
14.3 Event of Default.
As used in this Agreement, the terms"Event of Default'means (a): a party fails
to make any payment hereunder when the same becomes due and such failure
continues for a period of thirty (30) days after written notice to the party failing to
make such payment;(b) a party hereto fails to perform any of its material
obligations and such failure continues for a period of thirty (30) days after written
Page 3 of 6
notice to such defaulting party; or (c) any material representation or warranty of a
party contained in this Agreement proves to be untrue in any material respect
when made.
14.4 Force Majuere.
Neither party shall be liable for any excess costs if the failure to perform arises
from causes beyond the control and without the fault or negligence of that party,
e.g., acts of God, fires, floods, strikes, or unusually severe weather. If such
condition continues for a period in excess of 20 days, Contract Professional or
Weld County shall have the right to terminate this Agreement without liability or
penalty effective upon written notice to the other party.
14.5 No Limitation of Rights.
The rights and remedies of the parties hereto are in addition to any other rights
and remedies provided by law or under this Agreement. The Parties agree that the
waiver of any breach of this Agreement by either party shall in no event constitute
a waiver as to any future breach.
14.6 Termination for Convenience.
Weld County reserves the right to terminate this Agreement, in whole or in part,
at any time during the term of this Agreement, whenever Weld County
determines, in its sole discretion that it is in Weld Counts interest to do so. If
Weld County elects to exercise this right, Weld County shall provide written
notice to Contract Professional at least thirty (30) days prior to the date of
termination for convenience. Upon such termination, Contract Professional shall
be paid for all services rendered to Weld County up to the date of termination.
Contract Professional agrees that Weld County's termination for convenience will
not be deemed a termination for default nor will it entitle Contract Professional to
any rights or remedies provided by law or this Agreement for breach of contract
by Weld County or any other claim or cause of action.
15. DEFAULT: If either party defaults in the performance of its obligations under this
Agreement resulting in an event of default defined a paragraph 18.3 above, the
defaulting party shall pay all costs and expenses including reasonable attome/s
fees, which may arise or accrue from enforcing this Agreement or from pursuing
any legal remedy.
16. COMPLIANCE WITH LAWS: Each party agrees to comply with all federal state
and local laws, rules and regulations in the performance of its duties and
obligations under this Agreement.Each pai t spccifieally agrees to comply with all
Sedeial, state, euwity and local laws rules and regulations concciiiiirg elections •
and voting. Any violation by Contract Professional of applieablc law shall
i
oe elettirrir
Contract Professional is responsible, at its expense, to acquire, maintain and
renew during the term of this Agreement, all necessary permits and licenses
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required for its lawful performance or its duties and obligations under this
Agreement.
17. NON-DISCRIMINATION: Contract Professional, and all persons acting on its
behalf, agree that they shall comply with all federal, state and County laws, rules
and regulations governing discrimination and they shall not discriminate in the
engagement or employment of any professional person or any other person
qualified to perform the services required under this Agreement.
18. CONFIDENTIALITY: Contract Professional shall hold all information provided
to it by Weld County for the purposes of its performance of this Agreement,
whether provided in written or other form, in strict confidence, shall make no use
thereof other than for the performance of the Agreement, and shall not release any
of said information to any third party, any member of Contract ProfessionaFs firm
who is not involved in the performance of services under the Agreement, or to
any representative of the news media without the prior written consent of Weld
County. Materials, information data, reports plans analyses budgets and similar
documentation provided to or prepared by Contract Professional in performance
of this Agreement shall also be held confidential by Contract Professional. Weld
County shall have the sole obligation or privilege of releasing such information as
required by law.
19. OWNERSHIP OF WORK PRODUCT: All work performed by Contract
Professional shall be`work for hird'and shall become the sole property of Weld
County. Ownership of the work shall apply regardless of the form of the work
product, e.g., writings, drawings, reports, or any form of video or audio, etc. Upon
final payment by Weld County to Contract Professional, Contract Professional
shall deliver to Weld County all of the work product applicable to the services
under this Agreement, including but not limited to that work product in draft
form.
20. INTERPRETATION: The Agreement documents are complementary and what is
called for by any one of them shall be as binding as if called for by all. In the
event of any inconsistency between any of the provisions of the Agreement
documents, the inconsistency shall be resolved by giving precedence in the
following order: (1) this Agreement; (2) Exhibit I: and (3) Exhibit(II)
Weld County and Contract Professional agree that where possible, each provision
of this Agreement shall be interpreted in such a manner as to be consistent and
valid under applicable law; but if any provision of this Agreement shall be
invalid, prohibited, or unenforceable under applicable law, such provision shall be
ineffective to the extent of such invalidity or prohibition, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
21. ASSIGNMENT/SUBCONTRACTING: Contract Professional agrees that it shall
not assign or transfer or subcontract its duties to provide services under this
Agreement, without the prior express and written consent of Weld County.
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Contract Professional further agrees that it shall not assign its right to
compensation or payment under this Agreement without the express written
consent of Weld County. Weld County reserves its right to assert any claim or
defense it may have against Contract Professional and against any assignee,
subcontractor, or successor-in-interest of Contract Professional.
22. ACCEPTANCE NOT WAIVER: Weld County's approval of drawings,
designs, plans, specifications, reports, and incidental work or materials furnished
hereunder shall not in any way relieve Contract Professional of responsibility for
the quality or technical accuracy of the work. Weld County's approval or
acceptance of, or payment for, any of the services shall not be construed to
operate as a waiver of any rights or benefits provided to Weld County under this
Agreement.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement this 16th
day of October , 7006 •
WELD COUNTY:
ATTEST: _ COUNTY OF WELD, a political
��. � subdivision Weld County Clerk to the Board
iytg �r 4•of the STATE OF COLORADO:
7� k.
� �t �i't _ ��
By:
D$ uty Clto the Bo. ' ;i.r M. J. Ge le , Chairman
�`= Board of County Commissioners of the
County of Weld
10/16/2006
CON T PROFESS AL
By: Ax-___ / _ Date
Name:
Title:
SUBSCRIBED AND SWORN to before me this day of
WITNESS my hand and official seal.
Notary Public
My commission expires:
Page 6 of 6
0,70c6 7 ,
EXHIBIT A
Poll Training Proiect for Weld County:
SCOPE OF WORK
New Horizons of Salt Lake City(NH) is pleased to provide training in Weld
County, Colorado to poll workers who have been scheduled by Weld County. The
training consists of the details described in the class outlines for Computer Judge
Training and Voting Area Judge Training(listed at the end of this document,
beginning on page 4).
NH has gained valuable experience delivering poll worker training prior to the highly
successful Utah Primary(for five counties, including Salt Lake County) Elections on
June 27, 2006 and the Pima County Primary Election scheduled for September 12,
2006.
1. Cost
NH)will charge $22 per person/per training session. Travel costs (hotel, flights,
rental car, per diem, etc.) will be charged additionally at $1100 per instructor, per
week.
2. Change of Travel Plans
If the training schedule requires additional dates/times changes (due to
circumstances beyond NH or Weld County control, i.e. poll workers not showing
up for their training session, so additional sessions need to be added to the
schedule), requiring changes of flights and/or addition hotels nights,
additional per diem, etc., NH will document and invoice Weld County for the
additional costs. Weld County agrees to pay those additional costs, if any.
3. Length of Training Classes
Each training class will last approximately three— four hours.
4. Limit Number of Poll Workers Per Class
As Weld County schedules the poll workers for their training session, the number
of attendees should be limited to 30.
5. Weld County will Provide the Training Curriculum
Weld County will be responsible to provide all training materials to NH.
Curriculum will need to be updated as election laws change, and Weld County is
responsible to make the associated changes. Duplication of training materials is
the responsibility of Weld County. The training curriculum is the sole property of
Weld County and shall not be sold, distributed or used by NH for any other
purpose except for training under this Agreement unless expressly agreed to in
writing by Weld County.
1
Poll Training Project for Weld County:
SCOPE OF WORK (CONTINUED)
6. Three Year Price Cap
NH will provide poll worker training for Weld County at the rate of$22 per
person for three years without any price increases. Travel costs are subject to
change each year, and will probably increase each year. In addition to regular
work week sessions, NH agrees to deliver classes in evening and Saturday
sessions, if deemed necessary to complete the training. Weld County will have
final approval on all schedules.
7. Hour Breaks Between Sessions
NH will provide a minimum 1 hour break between sessions for poll workers.
8. Retake Training Sessions
NH will provide retake sessions for poll workers that request to retake their
training, based upon Weld County approval. Weld County will pay NH $22 for
retake sessions.
9. Weld County to Schedule Poll Workers
Weld County is responsible to schedule poll workers for their training sessions. It
is very important that poll workers arrive and attend the training sessions they
were scheduled for. Weld County will take the necessary steps to ensure that the
poll workers are informed about the importance of attending the training they
were scheduled for. If less than 10 poll workers attend a training session, Weld
County agrees to pay NH a minimum training session fee of$220, regardless of
the number of students who attended.
10. NH to Provide Scheduling Database
NH will provide a data-entry database that Weld County can use to schedule poll
workers for their training classes. This will benefit Weld County's ability to
schedule poll worker training significantly.
11. Visits by Election Management
Weld County's Election Management can visit classes at any time. Weld County
reserves the right to provide input to improve or alter any training or techniques.
The first 15 minutes of each class will be given to Weld County for their
presentation.
2
Poll Training Project for Weld County:
SCOPE OF WORK (CONTINUED)
12. Weld County to Provide Training Locations
Weld County will provide the training session locations for the poll worker
training. Weld County is responsible to provide sufficient security at each training
location.
13. Weld County to Provide Equipment
Weld County will provide one (1) Diebold polling machine per every two (2)
workers attending training. NH will assist Weld County in maintaining inventory
lists of all machines, cards, and voting machine accessories that are issued to NH.
14. Procedure for Follow-up Questions
NH will provide Weld County a process to document questions which cannot be
answered by NH instructors along with the student's contact information.
15. Evaluations Provided by NH
NH will provide"Metrics That Matter" student evaluations to every poll worker
that completes a training session. This data will be provided, if requested by Weld
County.
16. Sign-in information —Records to be made available
NH will maintain accurate documentation showing who arrived for training. This
information will be provided to Weld County.
3
Diebold TSX Poll Worker Training — Weld County
CLASS OUTLINE
PLEASE PLACE THE VOTING AREA JUDGE &
COMPUTER JUDGE CLASS OUTLINES HERE...
Weld County will send Judges' Manual when completed.
4
MAKE UP CLASSES
Computer Judge Training
Thursday, November 2,2006
Weld County Clerk&Recorder's Office
1402 North 17th Avenue, Greeley
1:00 p.m. or 6:00 p.m.
Voting Area Judge Training
Thursday, November 2, 2006
Southwest Weld Office (Del Camino)
4209 County Road 24 %, Longmont
1:15 p.m. or 6:15 p.m.
Supervisor Training
Friday,October 20, 2006
Weld County Election Office
1401 North 17m Avenue, Greeley
9:00 a.m.
Revised 08/30/06
EXHIBIT B
WELD COUNTY ELECTION JUDGE TRAINING SCHEDULE
(Classes will be 3 to 4 hours)
Computer Judge Training
Monday,October 16,2006
Weld County Election Office
1401 North 1r Avenue, Greeley
8:30 a.m., 1:30 p.m. or 6:00 p.m.
Tuesday, October 17, 2006
Weld County Election Office
1401 North 1r Avenue, Greeley
8:30 a.m., 1:30 p.m. or 6:00 p.m.
Wednesday,October 18, 2006
Weld County Election Office
1401 North 1r Avenue, Greeley
8:30 a.m.
Thursday, October 19,2006
Southwest Weld Office(Del Camino)
4209 County Road 24 '/, Longmont
1:00 p.m. or 6:00 p.m.
Greeter Judge Training
Saturday, October 14, 2006
Southwest Weld Office (Del Camino)
4209 County Road 24 '/, Longmont
9:00 a.m.
Friday, October 20, 2006
Weld County Election Office
1401 North 17 h Avenue, Greeley
9:00 a.m. or 2:00 p.m.
Saturday, October 21,2006
Weld County Election Office
1401 North 1r Avenue, Greeley
9:00 a.m.
(Turn Page Over)
Supervisor Training
Saturday,October 14, 2006
Southwest Weld Office (Del Camino)
4209 County Road 24 '%, Longmont
9:00 a.m.
Saturday, October 21, 2006
Weld County Election Office
1401 North 17 Avenue, Greeley
9:00 a.m.
Voting Area Judge Training
Monday, October 16, 2006
Weld County Election Office
1401 North 17 Avenue, Greeley
8:45 a.m., 1:45 p.m. or 6:15 p.m.
Tuesday, October 17, 2006
Weld County Election Office
1401 North 17 Avenue, Greeley
8:45 a.m., 1:45 p.m. or 6:15 p.m.
Wednesday,October 18, 2006
Weld County Election Office
1401 North 17"Avenue, Greeley
8:45 a.m.
Thursday,October 19, 2006
Southwest Weld Office (Del Camino)
4209 County Road 24''A, Longmont
1:15 p.m. or 6:15 p.m.
Phone Bank (County Employees)
November 1, 2006
Weld County Training Center—Conference Room B
1104 "H"Street,Greeley
6:00 p.m.
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