HomeMy WebLinkAbout20043190.tiff RESOLUTION
RE: APPROVE CONSULTING AGREEMENT FOR PROFESSIONAL SERVICES AND
AUTHORIZE CHAIR TO SIGN - FELLOWS FINANCIAL, 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 a Consulting 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 County Attorney,and Fellows Financial, Inc., 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 Consulting 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 County Attorney, and Fellows Financial, 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 3rd day of November, A.D., 2004.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY,
pOUNTY,�CO(L�ORADO
aL&ktotheBoa
Robert D. Masdenr
rd
1861 di William,' Jerke, Pro-Tem
epu Clerk to the Board
ODASTOF ) F
_Davi. Long % I
punt ttorney
� �� Glenn Vaa'
Date of signature: 'G7—' y
2004-3190
CA0014
(VI '. C/I, r-&ZLOL1 _, //-,,7&/-'{I
CONSULTING AGREEMENT
THIS AGREEMENT ("Agreement"), dated effective as of the 26th day of October, 2004 (the
"Effective Date"), is entered into by and between the COUNTY OF WELD, STATE OF
COLORADO ("County"), and FELLOWS FINANCIAL,INC., a Colorado corporation ("FFI"),
collectively the "Parties."
I. Recitals. The County would like to establish policies and procedures for reviewing and
approving applications for metropolitan and other special districts (the "Policy"). FFI has substantial
experience in organizing and financing metropolitan and other special districts. The County desires to
engage FFI to provide consulting services to the County with respect to developing and drafting the
Policy, and FFI desires to do so, in accordance with the terms and conditions of this Agreement.
2. FFI Obligations. FFI agrees to advise the County with respect to developing the Policy.
FFI specifically agrees to:
(a) Prepare an initial outline and draft of the Policy.
(b) Conduct one or more workshops and/or meetings, at mutually agreeable times,
with representatives of the County to revise the Policy.
(c) Review such other materials and perform such other actions as the County shall
reasonably request in connection with their development and drafting the Policy.
3. Fees. Upon execution of this Agreement, the County shall pay FFI a $2,000.00 retainer.
The County agrees to pay FFI for its services hereunder at the rate of$175.00 per hour. FFI's out-of-
pocket expenses, including authorized travel and meal costs, will be billed at cost. Consultant's fees
and expenses will be offset against the retainer. Following depletion of the retainer, FFI will send an
invoice to the County on a monthly basis, and the County shall pay FFI's invoice within thirty (30)
days of the date of such invoice. Excluding the retainer, total fees and billed costs shall not exceed
$3,000.00.
4. Indemnification. To the fullest extent permitted by law, the County shall protect,
defend, indemnify and save harmless FFI and its affiliates and their respective officers, employees and
agents against and from any and all claims, demands, damages, liabilities, losses, costs, and expenses
(including but not limited to attorneys' fees) arising out of or in connection with the Policy and FFI's
services under this Agreement, except to the extent that any such matter arises out of the breach of this
Agreement by FFI and/or gross negligence or intentional misconduct of FFI, its officers, employees
and/or agents.
5. Term. This Agreement shall continue until terminated by either the County or FFI. FFI
may terminate this Agreement without cause upon fifteen(15) days or with cause immediately upon
written notice to the County. The County may terminate this agreement with or without cause
immediately upon written notice to FFI.
6. Miscellaneous.
(a) Controlling Law. The parties hereto hereby expressly agree that the terms and
conditions hereof, and the subsequent performance hereunder, shall be construed and controlled by the
2004-3190
laws of the State of Colorado.
(b) Notice. All notices, waivers, demands, requests or other communications
required or permitted hereunder shall, unless otherwise expressly provided, be in writing and be
addressed to the party to be notified as follows:
If to Weld: County Attorney
Weld County
P.O. Box 758
Greeley, CO 80632
Attn: Lee Morrison
Telephone:
Facsimile:
If to FFI: Fellows Financial, Inc.
1745 Shea Center Drive, Suite 310
Highlands Ranch, CO 80129
Attn: Chris Fellows
The Parties may, from time to time and at any time, change their respective addresses by giving written
notice to the other party of such change of address in the manner as aforesaid.
(c) Successors and Assigns. This Agreement shall be binding on the Parties hereto,
and their successors and permitted assigns.
(d) Attorneys' Fees. If any action is brought by either party against the other party
the prevailing party shall be entitled to recover court costs incurred and reasonable attorneys' fees and
costs.
(e) Entire Agreement. This Agreement contain the entire agreement between the
Parties with respect to the subject matter hereof, and neither shall be bound by any verbal statement or
agreement made heretofore.
(f) Counterparts. This A may be executed in multiple counterparts, each of which
shall be deemed an original and all of which when taken together, shall constitute a whole. It shall be
fully executed when each party whose signature is required has signed at least one counterpart
notwithstanding that all parties have not executed the same counterpart. The Parties agree that
signatures transmitted by facsimile shall be binding as if they were original signatures.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates set
forth above.
COUNTY OF WELD FELLOWS FINANCIAL, INC.,
a Colorado corporation
By: (\ �• ° By:
Chairman, Board of Commissioners Christopher Fellows, President
Robert D. Masden NOV 0 3 2004
2
,Reeyi90
FINANCIAL
TRANSMITTAL
To: Lee Morrison
Company: Weld County
Address: 915 Tenth Street
Greeley, CO 80632
Phone: (970) 356-4000, X4395
Date: October 26, 2004
Project: Weld County
Sent By: Courier
Copies: 2
Description: Consulting Agreement
1745 Shea Center Drive, Suite 310, Highlands Ranch, CO 80129 (303) 795-9900
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