HomeMy WebLinkAbout20141177.tiff RESOLUTION
RE: APPROVE AGREEMENT FOR PROFESSIONAL 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 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 Accounting, and Maximus
Consulting Services, Inc., 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 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 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 14th day of April, A.D., 2014.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: C Cam( r,.� t7v los3 v,� < LL--
�/ �/+�'� Dougla Rademacher, Chair
Weld County Clerk to the Board i��yy+. �
arbara Kirkmey Pro-Tem
BY: •`4 , .� I I , ..,u.-
De ty Clerk to the B-
can P. Conway
AP ORM: \ X
��►� Mike e
ounty Attorney
William F. Garcia
�//Date of signature: �! /4/
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50"),D L•I tJ 14' I-4•I4 `I 2014-1177
AC0021
:MAXIMUS Consulting Services, Inc.
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado, whose
address is 1150 0 Street, Greeley, Colorado, 80631 ("County"), and MAXIMUS Consulting
Services, Inc., whose address is 1891 Metro Center Drive, Reston, Virginia 20190.
("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 January 1,2014, through and until
December 31, 2014.
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 all 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.
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.
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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 produced
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.
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 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.
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.
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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.
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
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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 ( I ) year after the date on which Contractor completes
performance of the services specified in this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year
written below.
MAXIMUS CONSULTING SERVICES, INC. :
By: T ed . 74.0.w10 , (a/thetas A 1 to ctor
Signatur and Title
D ut_a_n. fit . $ to rn 1; __C_,40 r v ,<cls 17 i re (for
Print Name and Title
04108014
Date
BOARD OF COUNTY COMMISSIONERS
OF WELD COUNTY.
j� STATE OF COLORADO
ATTEST: W ;gi
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BY - kaa r
Douglas R emacher, hair
F \ . / 4� and of County Commissioners
ep y Clerk to the Board b _ APR 1 4 2014
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EXHIBIT A
Scope of Services
Contractor represents that is has, or will secure at its own expense, all personnel required in the
performance of services under this Agreement. All of the services required hereunder will be
performed by Contractor or under its supervision, and all personnel engaged in the work shall be
fully qualified to perform the services described herein. Contractor shall commence, carry on,
and complete the services with all practical dispatch, in a sound, economical, and efficient
manner, in accordance with the provisions set forth herein and all applicable laws.
Contractor shall do, perform, and carry out in a good and professional manner the following
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, 2013, 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 is 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.
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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). Invoices shall provide detail sufficient to County's requirements.
Contractor will render to County one or more invoices for the fees specified herein, with
payment due by sixty (60) days after County's receipt 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.
The services and associated compensation covered under this Agreement may be modified
through a written amendment, approved and executed by both parties.
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