HomeMy WebLinkAbout20042124.tiff AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this 7th day of July , 2004, by
and between the County of Weld, State of Colorado, by and on behalf of Weld County Public
Works Department, whose address is 915 Tenth Street, Greeley, Colorado 80631, hereinafter
referred to as "County Department," and Farnsworth Group, whose address is 2696 South
Colorado Boulevard, Suite 250, Denver, Colorado 80222, hereinafter referred to as "Contract
Professional."
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
Services attached hereto and referred to herein as "Exhibit B," as ordered by County Department
in accordance with the terms set forth in a"Work Order," in substantially the form shown on the
attached "Exhibit A," and
WHEREAS, Contract Professional has the time available and 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 July 1, 2004, through and until
July 1, 2005. This Agreement may be extended for additional one-year periods,
not to exceed four (4) additional one-year periods, upon mutual written agreement
of the parties. Changes in compensation for extension terms shall be negotiated
by and agreed to by both parties; however, in no event shall such change exceed
the Denver - Boulder CPI-U as published by the Colorado State Planning and
Budget Office.
2. SERVICES PROVIDED BY CONTRACT PROFESSIONAL: Contract
Professional agrees to perform the Professional Services for the compensation
provided below. Contract Professional agrees to provide Professional Services in
accordance with the terms of Work Orders issued pursuant to this Agreement by
County Department. County Department reserves the right to independently bid
any project rather than issuing a Work Order to the Contract Professional for the
same, pursuant to this Agreement.
COMPENSATION: County Department agrees to pay Contract Professional for
all service performed hereunder as follows: the Professional Services shall be
provided at the rates set forth in Exhibit B, as 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
otherwise made available. No individual Work Order shall exceed $50,000 in
total compensation.
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' 2004-2124
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3. INDEPENDENT CONTRACTOR: Contract Professional agrees that he or she is
an independent contractor and will not become an employee of County
Department, nor is he or she entitled to any employee benefits from County
Department as a result of the execution of this Agreement.
4. INDEMNIFICATION, DESIGN AND INSURANCE: Contract Professional shall
indemnify County Department, 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 County
Department 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 shall maintain commercial general liability insurance in the
amount of$500,000 combined single limits and errors and omissions insurance in
the amount of$1,000,000.
5. NON-ASSIGNMENT: Contract Professional may not assign or transfer this
Agreement, any interest therein or claim thereunder, without the prior written
approval of County Department.
6. ACCESS TO RECORDS: County Department shall have access to Contract
Professional's 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.
7. 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.
8. TIME OF THE ESSENCE: Time is of the essence in each and all of the
provisions of this Agreement.
9. 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.
10. NON-APPROPRIATION: No portion of this Agreement shall be deemed to
create an obligation on the part of County Department to expend funds not
otherwise appropriated in each succeeding year.
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11. WAIVER OF IMMUNITIES/THIRD PARTY LIABILITY: No portion of this
Agreement shall be deemed to constitute a waiver of any immunities of County
Department 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 County Department and not a party to this Agreement.
12. COUNTY REPRESENTATIVE: County Department will designate, prior to
commencement of work, its project representative ("County Representative") 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.
13. MONTHLY REPORT: Commencing thirty (30) days after the date of execution
of this Agreement and every thirty (30) days thereafter, Contract Professional is
required to provide County Representative with a written report of the status of
the work with respect to the Scope of Services, Work Schedule, and other
material information. Failure to provide any required monthly report may, at the
option of the County, suspend the processing of any partial payment request.
14. ACCEPTANCE NOT WAIVER: County Department'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. County Department'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 County Department
under this Agreement.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement this 7th day of
July , 2004
TY DEPARTMENT:
♦ l I1144 COUNTY OF WELD, a political
�► subdivision Weld County Clerk to the Board
of the STATE OF COLORADO:
:tE Z,�%� .�_d By:
.uty Clerk to the Boar d. c Chairman, Robert D. Masden
Board of County Commissioners of the
County of Weld (07/07/2004)
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CONTRACT PROFESSIONAL:
By: �C Date fr ZJ• .77
Name: Rio C O//.1 . z
Title: 1"._,...,c l
SUBSCRIBED AND SWORN to before me this a 5 "(day of 1 ez ( , .'Zr r ' .
WITNESS my hand and official seal.
Notary Public
My commission expires: D V // 74 (7"E'
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EXHIBIT "A"
WORK ORDER FORM
PURSUANT TO AN AGREEMENT BETWEEN
WELD COUNTY
AND
FARNSWORTH GROUP
DATED:
Work Order Number:
Purchase Order Number:
Project Title:
Commencement Date:
Completion Date:
Limitations on compensation: (time and reimbursable direct costs):
Project Description:
Scope of Services: SEE ATTACHED EXHIBIT "B"
Acceptance
User
Professional agrees to perform the services The attached forms consisting of_ `) pages
identified above and on the attached forms in are hereby accepted and incorporated herein, by
accordance with the terms and conditions this reference, and Notice to Proceed is hereby
contained herein and in the Professional given.
Services Agreement between the parties. In the
event of a conflict between or ambiguity in the Weld County
terms of the Professional Services Agreement By:
and this work order (including the attached Project Manager
forms) the Professional Services Agreement Date:
shall control.
By:
Professional Department Head
By: Date:
Date: By:
Director of Finance and Administration
Date:
By:
Chairman, Weld County Commissioners
Date:
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