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HomeMy WebLinkAboutC06-352 HR/P A YROLL SOFfW ARE CONVERSION INDEPENDENT CONTRACTOR AGREEMENT This Agreement, made and entered into as of the 18th day of December, 2006 by and between Anita P. Scott, whose address is 21 Saw Whiskers Circle, Keystone, CO 80435, and whose Social Security number is 215-64-6004 ("Contractor"), and County, 500 Broadway, P.O. Box 850, Eagle, CO 81631 ("County"), WITNESSETH: Whereas, County wishes to engage an independent contractor to perform certain services in connection with conversion of County's HRlPayroll software, and Whereas, Contractor has expertise and experience in provision of the services needed by County, Now, therefore, in consideration of the, the foregoing premises and the following promises, the parties agree as follows: 1. Contractor's Services. The Contractor will, during the term of this Agreement, provide Project and Program Management on an as needed basis ("the Services"). 2. Compensation. In consideration of Contractor's Services, County will pay Contractor $75 per hour for the Services. Contractor will provide County, on a monthly basis, a written accounting of all hours of Services in the preceding month, which accounting shall be confIrmed by County representatives. County will, in turn, remit payment for Contractor Services on a net thirty (30) days basis. 3. Term and Termination. This Agreement will commence upon the date first written above and will terminate no later than June 30, 2007, unless Contractor fails to substantially perform her duties and obligations in accordance herewith. In such an event, County may terminate this Agreement upon five (5) days written notice to the Contractor, unless Contractor cures the breach within the five day remedy period. Notwithstanding the foregoing, either party may terminate this Agreement without cause upon ten (10) days advance written notice to the other party. 4. Obligations of Non-Disclosure. Contractor agrees to keep any and all reports, documents, memoranda, business plans or analyses, customer/owner lists, designs, software programs, source codes and all other proprietary and confIdential internal County information that may become known to Contractor while performing the Services under this Agreement or prepared by Contractor hereunder, from being made known or disclosed to any other person or entity except as expressly consented to in writing by County. Contractor shall not make any use of the same for any purpose other than as expressly directed by County for County exclusive benefit. The disclosure of any information described in this Section to Contractor shall not be construed as granting to Contractor a license to use the same or the granting of any other rights thereto, except as so granted by County in writing. Contractor shall not use the same for its own accounts or in any manner detrimental to County. Independent Contractor Agreement lof3 11/28/06 5. Title to Work. Any report, memoranda, correspondence, design document, software program or enhancement, and/or other written material produced by the Contractor pursuant to this Agreement shall become the property of County without the requirement to pay any additional consideration or future royalties to Contractor. 6. Storage of Contractor's Equipment. (a) If Contractor requires or requests to use storage area(s) on the County property, in connection with Contractor's provision of the Services and subject to the terms, covenants and conditions set forth in this Agreement, County hereby grants permission to Contractor to use, during the Term of the Agreement, for Storage Area(s) identifIed and set forth in writing between the parties for the limited purpose of temporary storage of Contractor's materials, supplies and equipment necessary to Contractor's provision of the Services (the "Equipment"). County retains the right to revoke this grant of use at any time during the Term of the Agreement. (b) Contractor shall bear the burden of all misuse or unreasonable wear and tear and risks of loss or damage to the Equipment. The Equipment shall be kept in proper repair, working order and serviceable condition throughout the Term of this Agreement by Contractor. 7. Issuance and Return of Kevs(s). In the event it is necessary to issue Key(s) and/or Alarm Code(s) to Contractor, in connection with Contractor's provision of the Services and subject to the terms, covenants and conditions set forth in this Agreement, County shall provide Contractor with the Key(s) and/or the Alarm Code(s), as applicable, to permit Contractor to access the Storage Area(s) in connection with Contractor's provision of the Services. To obtain the Key(s) and/or the Alarm Code(s), Contractor shall submit a written request to HR Department. Contractor shall not make or cause to be made, any copies of the Key(s), and shall surrender the Key(s) to the County's HR Department within forty-eight (48) hours after expiration or termination of this Agreement. 8. Relationship and Taxes.' The relationship between the parties is that of independent contracting parties, and nothing herein shall be deemed or construed by the parties hereto or by any third party as creating a relationship of employer and employee, principal and agent or partnership, or of joint venture between the parties. Contractor shall be solely responsible for any tax, withholding or contribution levied by the Federal Social Security Act or any Colorado State Law with respect to the monies paid to the Contractor hereunder. The Contractor is not entitled to unemployment compensation or other employment related benefits, which are otherwise made available to its employees. 9. Benefit. The terms, provisions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors in interest and legal representatives except as otherwise herein expressly provided. 10. Governing Law, Jurisdiction and Severability. The laws of the State of Colorado shall govern the interpretation, validity, performance and enforcement of this Agreement and sole jurisdiction for any action hereunder or related hereto shall be in Eagle County, Colorado. If any Independent Contractor Agreement 20f3 11/28/06 provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. 11. Authority. This Agreement constitutes a valid and binding agreement of the parties, enforceable against each in accordance with its terms. To the extent the parties are not natural persons, the persons executing this document on such party's behalf have actual power and authority to bind the corporation or other entity and to execute and deliver this Agreement. 12. Counterparts: Facsimile Transmission. This Agreement may be executed by facsimile and/or in any number of counterparts, any or all of which may contain the signatures of less than all the parties, and all of which shall be construed together as but a single instrument and shall be binding on the parties as though originally executed on one originally executed document. All facsimile counterparts shall be promptly followed with delivery of original executed counterparts. 13. ModifIcation. This Agreement contains the entire agreement between the parties, and no agreement shall be effective to change, modifY or terminate in whole or in part unless such agreement is in writing and duly signed by the party against whom enforcement of such change, modifIcation or termination is sought. 14. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any and all prior agreements, proposals, negotiations and representations pertaining to the obligations to be performed hereunder. Dated: December.l.PL, 2006 Anita P. Scott, CONTRACTOR By: -ih Lh ~~ Name:-WI~~ Title: Independent Contractor Dated: December -1.a-, 2006 Independent Contractor Agreement 30f3 11/28/06