HomeMy WebLinkAbout20153616.tiff RESOLUTION
RE: APPROVE AGREEMENT FOR PROFESSIONAL SERVICES AND AUTHORIZE CHAIR
TO SIGN -WITWER, OLDENBURG, BARRY AND GROOM, LLLP
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 Department of Finance, and Witwer, Oldenburg,
Barry and Groom, LLLP, whose address is 822 7th Street, Suite 760, Greeley, Colorado 80631,
commencing November 1, 2015, and ending December 31, 2016, 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 Department of Finance, and Witwer, Oldenburg, Barry and Groom, LLLP, 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 November, A.D., 2015, nunc pro tunc November 1, 2015.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, C LORADO
ATTEST: káaKirkrneir
Weld County Clerk to the Board
Mike Freeman, Pro-Tem
BY: �e a ty Clerk to th. Board
�C,e- P. Conway
APPROVED AS TO FORM:
361 t j. Cozad
County Attorney
,` \ � ti l teve Moreno
Date of signature: ta/ �'`' '' '�
2015-3616
C C- : C.6- - 244, FI0061
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 O Street, Greeley, Colorado, 80631 ("County"), and Witwer, Oldenburg,
Barry& Groom, LLP, whose address is 822 7th Street, Suite 520, Greeley, Colorado 80631,
("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:
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 November 1, 2015,through and
until December 31, 2016.
3. Services to be Performed. Contractor agrees to perform legal services for
bankruptcy-related matters on behalf of County.
4. Compensation.
a. County agrees to pay Contractor for legal services for bankruptcy case
services at the rate of$200 per hour. Charges shall be based on the time actually spent
performing the services.
b. Mileage may not be charged to and from any required job site.
c. Contractor may be reimbursed for its actual costs advanced to third parties
on behalf of County in connection with Contractor's services. Such costs shall include,
but not be limited to court fees, filing fees, and service fees.
d. Payment to Contractor will be made only upon presentation of an invoice
by Contractor, itemizing services performed. Contractor's invoices shall:
i. Identify the department requesting Contractor's services and a
reasonable identifier for the related project.
ii. Identify hours spent and not just dollar amounts.
2015-3616
1
iii. Identify staff who performed service, including, but not limited to,
other attorneys and paralegals.
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. 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. Quality of Services. Contractor agrees that services performed under this
Agreement will be performed in a manner consistent with the professional standards governing
such services.
8. Case Files, Correspondence and Documents Considered County Property. All
case files, correspondence and documents received or held in connection with the 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.
Contractor will have the right, at its discretion,to dispose of files relating to a project at any time
after Contractor's services relating to that project are substantially complete. Provided, however,
that Contractor will provide County with at least sixty(60) days prior notice before Contractor
destroys such files.
9. Acceptance of Product not a Waiver. Contractor shall reasonably communicate
with the County concerning completed and ongoing projects. 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 carry sufficient legal malpractice insurance workers'
2
compensation insurance (if applicable) at Contractor's own cost and expense.
11. Termination. County has the right at any time to terminate Contractor's services
upon written notice to Contractor. Immediately after receiving such notice, Contractor shall
cease to render additional services. Such termination shall not, however, relieve County of the
obligation to pay the fees for services rendered and costs advanced prior to such termination. If
County should fail to meet its obligations under this agreement and continues to fail to do so for
seven(7) days or more after written notice from Contractor of an intent to terminate, Contractor
shall have the right to terminate its representation. Should Contractor elect to do so, County
agrees to cooperate in freeing Contractor of any obligation to perform further, including the
execution and delivery of a substitution of attorneys.
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. Time of Essence. Time is of the essence in each and all of the provisions of this
Agreement.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
3
20. 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.
21. 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.
22. 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.
23. Confidentiality. Contractor shall at all times, in accordance with the Rules of
Professional Conduct, during the period of this Agreement and for a reasonable time thereafter,
maintain the confidentiality of County and its clients it serves, including any and all information
obtained in the course of performing the legal services detailed in this Agreement, including,but
not limited to, any and all Federal and/or State tax information and Social Security numbers.
24. Conflict Cases. Contractor shall immediately inform County of any conflict cases
that may arise in the course of Contractor's performing the legal services pursuant to this
Agreement.
25. Scheduling Conflicts. Contractor shall arrange for backup coverage in case of
scheduling conflicts that may arise in the course of Contractor's performing the legal services
pursuant to this Agreement.
26. Meetings. County attorney or representative may periodically participate or observe
Contractor at court hearings or meeting connected with Contractor's services under this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year written below.
CONTRACTOR:
Witwer, denburg, Barry & Groom, LLP
By: Kent A.Naughton
4
ATTEST: dd ) G. .lto:ok, BOARD OF COUNTY COMMISSIONERS
Weld C unty Clerk to th Board WELD COUNTY C LORADO
BY: jtjA,
Deputy C rk to the d Barbara Kirkmey , Chair NOV 16 2U15
APPROVED AS TO FUNDING: APPR VED AS TO BSTANCE:
& t.-Zeg-r"—
Controller fa Elected Official or Department Head
La
APPROVED AS TO FO : �
NIA
* Director of General Services
County Attorney
5
020/5-3 (e,/4, 6)
Hello