HomeMy WebLinkAbout20142647.tiff AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made this 20thday of August, 2014, by and between Employment
Compliance Solutions LLC, hereinafter referred to as "Contractor," and the County of Weld, a
body corporate and politic of the State of Colorado, by and through its Board of County
Commissioners, hereinafter referred to as"County."
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 according to the following class
schedule:
10/27/14 Session I - Interviewing and hiring
Session 2 - Performance Documentation
Session 3 - Workplace Legal Issues
10/30/14 Session 1 - Workplace Legal Issues
Session 2 - Interviewing and hiring
Session 3 - FMLA
11/5/14 Session 1 - Workplace Legal Issues
11/19/14 Session 1 - Workplace Legal Issues
Session 2 - FMLA
Session 3 - Performance Documentation
3. Services to be Performed. Contractor agrees to provide training services to Weld
County employees on the dates listed above and related to the topics listed above. Contractor
represents that it has the capacity, experience and expertise to perform the Services in
compliance with the provisions of this Contract.
4. Compensation. County agrees to pay Contractor for services performed as set forth
above for a total sum of$4,800, inclusive of all costs and expenses. Payment to Contractor will
be made at the time services are rendered on 10/27/14.
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2014-2647
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 shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not entitled to unemployment insurance
or workers' compensation benefits through County and County shall not pay for or otherwise
provide such coverage for Contractor or any of its agents or employees. Unemployment
insurance benefits will be available to Contractor and its employees and agents only if such
coverage is made available by Contractor or a third party. Contractor shall pay when due all
applicable employment taxes and income taxes and local head taxes (if applicable) incurred
pursuant to this Agreement. Contractor shall not have authorization, express or implied, to bind
County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and (b) provide proof thereof when requested to do so by County.
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. Acceptance of Product not a 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.
9. 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. 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.
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Each and every term and condition hereof shall be deemed to be a material element of this
Contract. In the event that either party fails to perform according to the terms of this Contract,
such party may be declared in default.
10. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
11. Time of Essence. Time is of the essence in each and all of the provisions of this
Agreement.
12. 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, tires, strikes, war, flood, earthquakes or Governmental actions.
13. Compliance With Law. 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.
14. 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.
15. 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.
16. Fund Availability. Financial obligations of the County payable after the current
fiscal year arc contingent upon funds for that purpose being appropriated, budgeted and
otherwise made available. By execution of this Agreement, County does not warrant that funds
will be available to fund this Agreement beyond the current fiscal year.
17. 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.
18. 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.
19. Governmental Immunity. No term or condition of this contract shall be construed
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or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq.,as applicable now or hereafter amended.
20. 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.
21. Board of County Commissioners of Weld County Approval. This Agreement
shall not be valid until it has been approved by the Board of County Commissioners of Weld
County, Colorado or its designee.
22. Choice of Law. Colorado law, and rules and regulations established pursuant
thereto, shall be applied in the interpretation,execution,and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void
23. Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that each party shall be responsible for
the payment of attorney fees and/or legal costs incurred by or on its own behalf.
IN WITNESS WHEREOF,the parties have executed this Agreement as of the date and
year written below.
CONTRACTOR:
By: Julie Pate-Gurule
Title: President
BOARD OF COUNTY COMMISSIONERS
WELD COUN COLORADO
ATTEST:
acher, Chair
W447.44,/ ;� �I �: ,: �J AUG 2 5 2014
Weld County Clerk to the Boar. I ',
,/ rl
BY: .i i :.� t 'ti
Deputy Clerk o the Board
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