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Home My WebLink AboutC08-393TERM SHEET a~ ~- 1) Requested hearing date: N/A G ~ I ~~ pr5sa~ ,,~ 2) For County Manager Signature?: Yes 3) Requesting department: Finance 4) Title: Consulting Agreement with Spades Consulting LLC 5) Staff submitting: County Attorney Representative c P~~"ot~"~° P~ ~3~~~ l i1~L C3 ~°~ ~v~ rn~'~ 6) Pur ose: To provide consulting on financial business policies and on implementing fixed assets 7) Schedule: Consulting Agreement begins December 1, 2008 8) l~' ~~ ~ /~' ~ .,~' -~ C Financial considerations: Hasa reement amount been full bud eted? ~~ g y g L Yes Does the agreement comply with Eagle County's Purchasing /Bidding / n Request for Proposal Guidelines set forth in Resolution 2006-071? N/A /1,, D 1~.~' If no, list in detail the reason for non-compliance including any exceptions set forth in Resolution 2006-072. List the dollar amount of all bids and provide detail for your choice of vendor, including but not limited to such items as price, quality, experience, local preference, etc. 9) Other: APPRO. FORM ~~~~ Eagle County Attorney's Office By. Eagle County Commiss opera' Office CONSULTING AGREEMENT This Consulting Agreement ("Agreement") dated as this -~ day of ~ Ceu~n~ ee-- , 200_, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ("County"), and Spades Consulting LLC , a consultant living in Plymouth, Michigan with a mailing address of 12392 Wendover Drive, Plymouth, MI 48170 ("Consultant"). WHEREAS, County is in need of a person to provide the services outlined in Section 1.1 hereunder; and WHEREAS, Consultant has represented that he has the experience and knowledge in the subject matter necessary to carry out the services outlined in Section 1.1 hereunder; and WHEREAS, County wishes to hire Consultant to perform the tasks associated with such services outline ind Section 1.1 hereunder; and WHEREAS, County and Consultant intend by this Agreement to set forth the scope of the responsibilities of the Consultant in connection with the services and related terms and conditions to govern the relationship between Consultant and County in connection with the services. Agreement Therefore, based upon the representations by Consultant set forth in the foregoing recitals, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Services Provided: 1.1 The Consultant will provide the following consulting services (hereinafter called "Consulting Services") to County: Provide consulting on financial business policies and on implementing Fixed Assets. 1.2 The Consultant agrees that Consultant will not enter into any consulting arrangements with third parties that will conflict in any manner with the Consulting Services. 1.3 The Consultant will provide the Consulting Services hereunder in Eagle, Colorado or elsewhere as may be mutually agreed. 2. Term of Agreement: 2.1 This Agreement shall commence on December 1St, 2008 and, subject to the provisions of Section 2.2 hereof, shall continue in full force and effect until December 31St, 2008. This Agreement may be extended beyond the time referred to in this Section 2.1 on terms and conditions as may be mutually agreed between the parties hereto. 2.2 This Agreement may be terminated by either party for any reason at any time, with or without cause, and without penalty whatsoever therefore. 2.3 In the event of any termination of this Agreement, Consultant 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 Consulting Services hereunder, Consultant acknowledges that Consultant is an independent contractor providing Consulting Services to County. Nothing in this Agreement shall be deemed to make Consultant 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 The Consultant 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 John Lewis. 3.3 The Consultant will maintain liability, unemployment and workman's compensation insurance on his/her own behalf, as necessary. 4. Remuneration: 4.1 For the Consulting Services provided hereunder, County shall pay the Consultant at the rate of $110 per hour for up to 100 hours of work as detailed in § 1 of this Agreement. Consultant's total fees shall not exceed $11,000.00 plus out-of-pocket costs as defined below. Fees will be invoiced upon the completion of services. Fees will be paid within fifteen (15) days of receipt of a proper and accurate invoice from Consultant respecting Consulting Services. The invoice shall include a description of services performed for each task, and the corresponding amount of time used to perform the each individual task. Upon request, Consultant shall provide County with such other supporting information as County may request. 4.2 County shall reimburse the Consultant at actual costs for travel, meals, and accommodation and other reasonable out-of-pocket expenses directly associated with the provision of the Consulting Services to the extent such expenses comply with the reasonable instructions of County with respect thereto. 4.3 County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant 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. 2 5. Indemnification: 5.1 Within the limits allowed by law, Consultant shall indemnify County for, and hold and defend the County 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 presentations by, the Consultant in the performance of this Agreement. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claim without regard to the involvement of the Consultant. 6. Consultant's Professional Level of Care: 6.1 Consultant shall be responsible for the completeness and accuracy of the Consulting 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 Consulting Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Consulting Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to consultants, with respect to similar services, in this area at this time. 7. Notices: 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 prepaid first class mail, and for the purposes aforesaid, the addresses of the parties are as follows: (a) COUNTY: John Lewis, Director of Finance Eagle County 500 Broadway PO Box 850 Eagle, CO 81631 Phone Number: 970-328-3511 CONSULTANT: Kyle Spade Spade Consulting, LLC 12392 Wendover Drive, Plymouth, MI 48170 Phone Number: (b) Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. ' 8. Jurisdiction and Confidentiality: 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 The Consultant and County acknowledge that, during the term of this Agreement and in the course of the Consultant rendering the Consulting Services, the Consultant 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 the Consultant 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. 9. Miscellaneous: 9.1 This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings. 9.2 This Agreement is personal to the Consultant and may not be assigned by Consultant. 9.3 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// 4 Fm:fNyFax -Spades Consulting To:John Lewis (19703283519) 10:2012103l08GMT-05 Pg 02-02 9703283519 EAGLEGOJNTYFINAN FINAN~EDFPARTMENI t141fi18R~n 12-9?,-2D08 7!7 IN V-fITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COIJNTY OF EAGLE, STATE OF COLORADO, By and Through the County Manager Bruce aumgartner, ouniy nager CONSUL'TAN'T' $y~ ~- _.._..__ 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through the County Manager Bruce aumgartner, County nager CONSULTANT By: