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HomeMy WebLinkAboutC07-204 Leslie RobeyAGREEMENT This Agreement ("Agreement") dated as this 19th day of June, 2007, is between the County of Eagle, State of Colorado ("County"), and Leslie Robey, LLC, ("Contractor") WHEREAS, County is in need of a contractor to provide the services outlined in Section 1.1 hereunder; WHEREAS, Contractor has represented that it has the experience and knowledge in the subject matter necessary to carry out the services outlined in Section 1.1 hereunder; WHEREAS, County wishes to hire Contractor to perform the tasks associated with such services outlined in Section 1.1 hereunder; WHEREAS, in consideration of the foregoing premises and the following promises, the parties agree as follows: Services: 1.1 Contractor will provide the following services ("Services") to County: o Accounts Payable processing o General Ledger Account reconciling o Financial reporting and analysis o Quickbooks training o Set up procedures and assisting in the documentation process o Perform other duties as requested and agreed to by both parties. 1.2 Contractor agrees that it will not enter into any arrangements with third parties that will conflict in any manner with provision of the Services. 1.3 Contractor will provide the Services hereunder at the Eagle County Building in Eagle, Colorado, unless elsewhere as may be mutually agreed. 1.4 Contractor will provide the Services on Mondays, Tuesdays and Wednesdays, and may be available to work some weekends. 2. Term and Termination 2.1 Provision of Services by Contractor under this Agreement shall commence on June 19, 2007 and, subject to the provisions of Section 2.2 hereof, shall continue through December 31, 2007. This Agreement may be extended beyond the time referred to in this Section 2.1 on terms and conditions as may be mutually agreed in writing between the parties hereto. 2.2 County shall have the right to terminate this Agreement prior to the end of the term hereof if: 2.2.1 Contractor dies or becomes physically or mentally incompetent so as to be unable or incapable of rendering the Services; or 2.2.2 Contractor refuses to comply with a reasonable directive issued to Contractor by County. In either event, this Agreement shall terminate immediately on delivery of a notice of termination by County to Contractor specifying the reason for such termination. 2.3 This Agreement may be terminated by either party for any other reason at any time, with or without cause, and without penalty whatsoever therefore, on at least seven (7) days prior written notice to that effect to the other party. 2.4 In the event of any termination of this Agreement, Contractor shall be compensated for all hours of work then completed, plus approved expenses. 3. Independent Contractor 3.1 With respect to the provision of the Services hereunder, Contractor acknowledges that Contractor is an independent contractor providing Services to County. Nothing in this Agreement shall be deemed to make Contractor an agent, employee, partner or representative of County. Moreover, this Agreement creates no entitlement to participate in any of the Employee Benefit Plans of County including insurance, paid vacation and recognized holidays. 3.2 Contractor shall not have the authority to, and will not make, any commitments or enter into any agreement with any party on behalf of County without the written consent of the County Finance Director. 3.3 Contractor will maintain liability, unemployment and worker's compensation insurance on its own behalf. 4. Compensation and Expenses 4.1 For the Services provided hereunder, County shall pay to Contractor a fee of $35.00 per hour up to $945.00 per week. This maximum weekly compensation amount may be increased by mutual agreement of the parties that Contractor will work additional hours during a given week. Fees will be invoiced on a bi-weekly basis or upon the completion of services, whichever occurs sooner. Fees will be paid within fifteen (15) days of receipt of a proper and accurate invoice from Contractor respecting Services provided during the invoiced period. All invoices shall include a description of services performed each day. Upon request, Contractor shall provide County with such other supporting information as County may request. 4.2 If travel, other than daily commuting, is required and approved by County in advance, County shall reimburse the Contractor at actual reasonable cost for travel, meals, accommodation and other reasonable out-of-pocket expenses directly associated with the provision of the Services to the extent such expenses comply with the reasonable instructions of County with respect thereto. 4.3 Only economy class air travel expense, incurred in the provision of the Services, will be reimbursed by County. 4.4 County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 5. Indemnification 5.1 Within the limits allowed by law, each party hereto shall indemnify the other party for, and hold and defend the other party and its officials, boards, officers, principals and employees, harmless from, all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the acts or omissions of, or representations by, the indemnifying party in the performance of this Agreement. This indemnification shall not apply to claims by third parties against the indemnified party to the extent that the indemnified party is liable to such third party for such claim without regard to the involvement of the indemnifying party. 5.2 Contractor acknowledges that County is relying on, and does not waive or intend to waive, the monetary limitations, or any other rights, immunities and protections provided by the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., as from time -to -time amended or as otherwise available to County, its commissioners, officers and employees, all of which rights, immunities and protections County expressly retains. 6. Professional Standards Contractor shall be responsible for the completeness and accuracy of the Services, including all supporting data and other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Contractors, with respect to similar services, in this geographic area at this time. 7. Notice 7.1 Any notice to be given by any party to the other shall be in writing and shall be deemed to have been duly given if delivered personally, by facsimile transmission or if sent by 3 prepaid first class mail, and for the purposes aforesaid, the addresses of the parties are as follows: (a) Eagle County Government 500 Broadway PO Box 850 Eagle, CO 81631 Attention: Cindy Preytis Phone Number: 970-328-3517 (b) Leslie Robey, LLC P.O. Box 334 Gypsum, CO 81637 Phone Number: 970-376-3166 Notices shall be deemed given on the date of delivery or three days after the postmarked date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. 8. Jurisdiction, Confidentiality and Inventions 8.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. 8.2 Contractor and County acknowledge that, during the term of this Agreement and in the course of Contractor rendering Services, the Contractor may acquire knowledge of the business operations of County to the point that the general method of doing business, the pricing of products, the lists of customers and other aspects of the business affairs of County will become generally known and Contractor shall not disclose, use, publish or otherwise reveal, either directly or through another, to any person, firm or corporation, any knowledge, information or facts concerning any of the past or then business operations, pricing or sales data of County and shall retain all knowledge and information which he has acquired as the result of this Agreement in trust in a fiduciary capacity for the sole benefit of County, its successors and assigns during the term of this Agreement, and for a period of five (5) years following termination of this Agreement. 8.3 Any and all inventions and improvements thereon which Contractor may conceive of or make during the term of this Agreement or thereafter which relate in any way to any of the matters which have been, are, or may become the subject of County's investigations or in which County has been, is, or may become interested shall be considered work made for hire and shall be the sole and exclusive property of County. 8.4 Contractor hereby agrees to execute, whenever requested to do so by County any and all applications, assignments and other instruments necessary to apply for or protect any intellectual property rights in the United States or in foreign countries for the said inventions or improvements and also in order to assign and convey to County the sole and exclusive right, title and 2 interest in and to the said inventions, improvements, applications and patents, and acknowledges that no additional compensation shall be paid to Contractor other than as provided for in this Agreement. 8.5 Contractor's obligations to execute the papers referred to in the preceding paragraph shall continue beyond the date of the termination of this Agreement. These obligations will also be binding on the assigns, executors, administrators or other legal representatives of Contractor. 8.6 This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings. 8.7 This Agreement is personal to the Contractor and may not be assigned by Contractor. All work is to be performed by Leslie Robey. 8.8 This Agreement may be assigned by County to a third party, subject to approval of the Contractor, which approval shall not be unreasonably withheld. 8.9 This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. //THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK// IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. O� �GLF ATTES � � Clerk to the Board of °LoRP°� County Commissioners COUNTY OF EAGLE, STATE OF COLO O, By and Through Its BOARD OF)COUNTY COMMISSIONERS Am'A Menconi, Chairman CONTRACTOR LESLIE ROBEY, LLC B Leslie Robey