HomeMy WebLinkAbout20161530.tiff RESOLUTION
RE : APPROVE AGREEMENT FOR SERVICES AND AUTHORIZE CHAIR TO SIGN -
MAXIMUS CONSULTING SERVICES , 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 for Services between the
County of Weld . State of Colorado , by and through the Board of County Commissioners of Weld
County , on behalf of the Department of Accounting . and Maximus Consulting Services , Inc. ,
commencing May 4, 2016 . and ending December 31 , 2016, with 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 Services between the County of Weld . State of
Colorado , by and through the Board of County Commissioners of Weld County , on behalf of the
Department of Accounting . and Maximus Consulting Services . 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 4th day of May, A. D. . 2016.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY. COLORADO
1142
ATTEST: ; �' -x-�-
Mike Freeman . Chair
Weld County Clerk to-the Board
EXCUSED
BY: dti. fo‘Ate_ i
Seat- . Conway, Pro-Tem
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Deputy Clerk to the Board —le ti/,t, 7_2--\Qcfl
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AP ROV • . SRM : - . rl.�. . . , i _ � 4.�.
;.;�� a Kirkmeyer
y Attorneyal,
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Date of signature : 6ii cilL,
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S _ an _A tv 2016- 1530
AC0021
WELD COUNTY AGREEMENT FOR SERVICES
BETWEEN WELD COUNTY& MAXIMUS CONSULTING SERVICES, INC.
THIS AGREEMENT is made and entered into this 3 day of µay , 2011 by and
between the County of Weld, a body corporate and politic o the State of Color do, by and through its
Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter
referred to as "County," and MAXIMUS Consulting Services, Inc., a corporation licensed to do business in
Colorado, who whose address is 1891 Metro Center Drive, Reston, Virginia 20190, hereinafter referred to
as "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:
Introduction. The terms of this Agreement are contained in the terms recited in this document and in
Exhibits A and B, each of which forms an integral part of this Agreement. Exhibits A and B are specifically
incorporated herein by this reference. County and Contractor acknowledge and agree that this Agreement,
including specifically Exhibits A and B, define the performance obligations of Contractor and Contractor's
willingness and ability to meet those requirements.
Exhibit A consists of the Scope of Services.
Exhibit B consists of the Compensation Details.
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 the date of last signature below, through and until
December 31, 2016. Both of the parties to this Agreement understand and agree that the laws of
the State of Colorado prohibit County from entering into Agreements which bind County for periods
longer than one year. In addition to the term of the agreement, Contractor agrees to defend the plan
for up to three(3)years under the same terms and conditions herein.
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 B
for a total contract price of Five Thousand Five Hundred and no/100 Dollars ($5,500.00). The fee
includes ail time actually spent performing the services, and includes travel time and mileage
charges. Contractor shall not be paid any other expenses unless set forth in this Agreement.
Payment for services and all related expenses under this Agreement shall not exceed the contract
price.
2016-1530
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, duly signed by both parties. 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.
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 first produced
as a deliverable in 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. 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
upon ten (10) days prior written notice for a material breach of the terms of the Agreement. The
breaching party shall have the notice period, or a longer period as agreed upon by the parties, to
cure any such default prior to termination. 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 and Audit Disallowances. County shall have access to Contractor's 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. County represents that all
financial and statistical information provided to Contractor by County, its employees and/or agents
is accurate and complete to the best of County's knowledge. Contractor shall, upon notice of audit,
make work papers and other records available to the auditors. Contractor's sole responsibility
under an audit shall be to provide reasonable assistance to the County through the audit and to
make those changes to the work product as required as a result of the audit. Contractor shall not
be liable for any audit disallowances or any missed or lost revenue associated with, or related to,
the Services, regardless of cause.
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.
Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in
effect or hereafter established, including without limitation, laws applicable to discrimination and
unfair employment practices.
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 Contractor's 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.
26. Indemnification. Contractor shall defend, indemnify and hold harmless County from and against
damages, liability and costs (including reasonable attorney fees) directly caused by negligent
actions of willful misconduct of Contractor, its employees or agents. Consultant shall not be
responsible for any damages or liability resulting from the negligence or willful misconduct of
County, its employees, consultants, or agents or any third party.
27. Limitation of Liability. Client agrees that Contractor's total liability to County for any and all
damages whatsoever arising out of or in any way related to this Agreement from any cause,
including but not limited to contract liability or Contractor's negligence, errors, omissions, strict
liability, breach of contract or breach of warranty shall not, in the aggregate, exceed the value of the
contract. In no event shall Contractor be liable for indirect, special, 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 Contractor 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 Contractor
relating to this Agreement must be made in writing and presented to Contractor within one (1) year
after the date on which Contractor completes performance of the services specified in this
Agreement.
28.Subcontractors. Contractor acknowledges that County has entered Into this Agreement in
reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into
any subcontractor agreements for the completion of this Project without County's prior written
consent,which may be withheld in County's sole discretion.
29. Data Accuracy. Contractor shall provide guidance to the County in determining the data required.
The County represents that all financial and statistical information provided to Contractor by the
County, its employees and/or agents is accurate and complete to the best of County's knowledge.
The County further acknowledges and agrees that Contractor shall be entitled to rely upon the
accuracy and completeness of the data to perform the Services. The County shall provide ail
such data in a timely manner sufficient to allow Contractor to provide the Services. Contractor shall
have no liability to the County whatsoever if the County provides incomplete or inaccurate data or
provides data in an untimely manner.
30. Copyright for Contractor's Proprietary Software. To the extent that the Services provided by
Contractor are generated by Contractor's proprietary software, nothing contained herein is intended
nor shall it be construed to require Contractor to provide such software to the County. The County
agrees that it has no claims of ownership, including copyright, patents or other intellectual property
rights to Contractor's software. Nothing in this Agreement shall be construed to grant the County
any rights to Contractor's materials created prior to the execution of this Agreement. All of the
deliverables under this Agreement are specifically set out in Exhibit A.
31. Litigation Reimbursement. If Contractor is requested:or,authorized by the County, or is required
by government regulation, a regulatory agency, subpoena, or other legal process, to produce
Contractor deliverables, documents, records, working papers, or personnel for testimony or
interviews with respect to this Agreement or any services provided hereunder, the County will
reimburse Contractor without limitation for ail Contractor time and expenses, including, but not
limited to, attorneys' fees, court costs and travel expenses, incurred in responding to such requests
whether incurred by Contractor employees, consultants, contractors or agents. The foregoing does
not diminish or negate Contractor's obligation to negotiate and defend all cost allocation plans and
State mandated cost claims as specifically provided for under the Description of Services contained
in Exhibit A.
- NW
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year
written below.
MAXIMUS CONSULTING SERVICES, INC.:
BBy: a ure�nd Title Lauren K. Fujioka
9 Contracts Manager
Legal Counsel
Print Name and Title
5/3/► o
Date
BOARD OF COUNTY COMMISSIONERS
OF WELD COUNTY,
STATE OF COLORADO
ATTy;thiv w je,L;ok.
By: 0 1
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Mike Freeman, Chair
.'.'�/`�-s�.�!:s!'. ..,__ ♦ MAY 0 4 2016
Deputy Clerj o f é Board - .
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Controller Elected Officia or Depant Head
AP ROVED S TO FORM: (\l/A
4 / Director of General Services
ll County Attorneyy.
I
EXHIBIT A
Scope of 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, 2015, 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.
Contractor shall defend County under audit for a period of three (3) years without cost to the
County.
EXHIBIT B
Compensation
For services provided as set forth in Exhibit A, County agrees to pay Contractor compensation in
the amount of FIVE THOUSAND FIVE HUNDRED and No/100 Dollars ($5,500.00).
Payment of the standard fee, which shall include reimbursement for expenses incurred, shall be
made in two installments: seventy percent (70%) of the standard fee shall be due upon delivery
of draft plan(s); the remaining thirty percent (30%) of the standard fee shall be due upon delivery
of the final plan(s).
Contractor will render to County one or more invoices for the fees specified herein, with payment
due by thirty(30)days after the date of the invoice(s).
Any amount which has not been paid by County on or before sixty(60)days after its receipt of an
invoice will bear interest at the rate of 1% per month.
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