HomeMy WebLinkAboutC09-335 Maximus Consulting ServicesAGREEMENT TO PROVIDE
PROFESSIONAL CONSULTING SERVICES
THIS AGREEMENT. is entered into this _~~~ day of ~.~ ~ 2009,
by and between MAXIMUS Consulting Services, Inc., a wholly owned
subsidiary of MAXIMUS, Inc. (hereinafter "Consultant"), and Eagle County,
Colorado (hereinafter "Client"). The parties hereto, in consideration of mutual
promises and covenants, agree as follows:
(1) Scope of Services. Consultant shall perform in a professional manner the
services as detailed in Exhibit A, incorporated herein by reference as if fully set
forth as part of this Agreement.
(2) Term. This Agreement shall be in full force and effect for the term as
stated in Exhibit A.
(3) Compensation. Client shall pay Consultant a fee for services rendered as
set forth in Exhibit B, incorporated herein by reference as if fully set forth as part
of this Agreement.
(4) Termination. Upon Consultant's material breach, Client may terminate
this Agreement upon thirty (30) days prior written notice to Consultant wherein
Client shall specify the nature of the default and the effective termination date.
Upon such notice, Consultant shall be entitled to the opportunity to cure any such
default prior to the effective date of termination.
Client may terminate this Agreement for any reason upon sixty (60) days prior
written notice to Consultant. Client shall reimburse Consultant far all reasonable
costs incurred by Consultant due to such early termination.
Upon termination for whatever reason and regardless of the nature of the default
(if any), Client agrees to pay Consultant in full for all goods and/or services
provided to, and accepted by, Client under this Agreement, or any amendment
thereto, as of the effective date of the Agreement. In no event shall the making
of any payment to Consultant constitute or be construed as a waiver by Client or
shall in no way impair or prejudice any right or remedy available to Client.
(5) Services and Materials to be Furnished by Client. Consultant shall
provide guidance to Client in determining the data required. Consultant shall
assume without incurring liability therefore that all data so provided is correct and
complete. Consultant shall make its best effort to complete the project on a
timely basis. Consultant shall not be liable for work that cannot be completed as
a result of inadequate data, or data that is provided in an untimely manner.
(6) Records and Inspections. Consultant shall maintain full and accurate
records with respect to all matters covered under this Agreement for six (6) years
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after the completion of the Services. During such period, Client shall have the
right to examine and audit the records and to make transcripts therefrom. Client
shall provide thirty (30) days written notice of its intent to inspect or audit any
such records and shall conduct such inspection or audit only during Consultant's
normal business hours. Any Client's employee, consultant, subcontractor or
agent who may have access to such records shall execute anon-disclosure
agreement prior to being granted such access.
(7) Copyright for Consultant's Proprietary Software. To the extent that the
service and/or deliverables provided by Consultant are generated by
Consultant's proprietary software, nothing contained herein is intended nor shall
it be construed to require Consultant to provide such software to Client. Client
agrees that all ownership, including copyright, patents or other intellectual
property rights to the software, lie with Consultant. Nothing herein shall be
construed to entitle Client to any pre-existing Contractor materials.
(8) Insurance. Consultant shall maintain appropriate general liability
insurance, workers' compensation insurance, automobile insurance, and
professional liability insurance.
(9) Indemnification. Consultant shall defend, indemnify and hold harmless
Client from and against damages, liability and costs (including reasonable
attorney fees) directly caused by the negligent actions or willful misconduct of
Consultant, its employees or agents. Consultant shall not be responsible for any
damages or liability resulting from the negligence or willful misconduct of Client,
its employees, consultants, or agents or any third party.
(10) Limitation of Liability. Client agrees that Consultant's total liability to Client
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
Consultant's negligence, errors, omissions, strict liability, breach of contract or
breach of warranty shall not, in the aggregate, exceed the value of the contract
($5,500.00).
In no event shall Consultant 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 portion thereof regardless of the
legal theory under which such damages are sought even if Consultant has been
advised of the likelihood of such damages, and notwithstanding any failure of
essential purpose of any limited remedy.
Any claim by Client against Consultant relating to this Agreement must be made
in writing and presented to Consultant within one. (1) year after the date on which
Consultant completes performance of the services specified in this Agreement.
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(11) Consultant Liability if Audited. Consultant will assume all financial and
statistical information provided to Consultant by Client employees or
representatives is accurate and complete. Consultant shall, upon notice of audit,
make work papers and other records available to the auditors.
(12) Notices. Any notices, bills, invoices, or reports required by this Agreement
shall be sufficient if sent by the parties in the United States mail, postage paid, to
the address noted below:
John Lewis
Finance Director
550 Broadway
PO Box 850
Eagle, CO 81631-0850
970.328.3511 (phone)
970.328.3519 (fax)
John.Lewis@eaglecounty.us
Anita White
MAXIMUS Consulting Services, Inc.
10200 E. Girard Avenue, B-223
Denver, CO 80231
303.755.1996 (phone)
303.755.5490 (fax)
an itawh ite@maxim us. com
Such notice shall be deemed delivered five (5) days after deposit in the U.S.
mailbox.
(13) Changes. The terms of this Agreement may be changed via a mutually
executed written instrument.
(14) .Miscellaneous.
a. Nothing in this Agreement gives, is intended to give, or shall be
construed to give or provide, any right or benefit, whether directly or indirectly or
otherwise, to third persons.
b. The parties intend that Consultant, in performing the services
specified in this Agreement shall act as an independent contractor and shall have
full control of the work and the manner in which it is performed. Consultant and
Consultant's employees are not to be considered agents or employees of Client
for any purpose
c. Should any part, term, portion, section or provision of this
Agreement be decided finally to be in conflict with law or otherwise be
unenforceable or ineffectual, the remaining parts, terms, portions, sections or
provisions shall be deemed severableand shall remain in full force and effect.
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d. The titles of the sections, subsections, and paragraphs set forth in
this Agreement are inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of the provisions of this Agreement.
e. This Agreement and any additional or supplementary document or
documents incorporated herein by specific reference contain all the terms and
conditions agreed upon by the parties hereto, and no other agreements, oral or
otherwise, regarding the subject matter of this Agreement or any part thereof
shall. have any validity or bind any of the parties hereto.
f. Neither party shall be liable hereunder by reason of any failure or
delay in the performance of its obligations hereunder on account of strikes,
shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, acts of
God, war, governmental action, labor conditions, material shortages or any other
cause which is beyond the reasonable control of such party.
g. Each individual signing this Agreement certifies that (i) he or she is
authorized to sign this Agreement on behalf of his or her respective organization,
(ii) such organization has obtained all necessary approvals to enter into this
Agreement, including but not limited to the approval of its governing board, and
(iii) when executed, this Agreement is a valid and enforceable obligation of such
organization.
IN WITNESS WHEREOF, the Client and the Consultant have executed this
Agreement as of the date first written below.
sy:
(Client Official)
Title: ,ir at C/'
ATTEST:
Date: ~ l.< v
MAXIMUS Consulting Services, Inc.
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By: -~- , -
Date: ~- ~-•- ~ ~ ~ ~ ~
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EXHIBIT A
Term and Scope of Services
This Agreement shall become effective on -~1'~C~ ~ ~-t` "~ , 2009
and shall continue in full force and effect until December 31, 2009, unless
extended by amendment or as indicated in Exhibit B.
Consultant represents that it 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 Consultant or under its supervision, and
all personnel engaged in the work shall be fully qualified to perform the services
described herein. Consultant shall commence, carry on, and complete the
services with all practicable dispatch, in a sound, economical, and efficient
manner, in accordance with the provisions herein and all applicable laws.
The Consultant will meet with the County Commissioners before beginning the
plans. The Consultant shall do, perform, and carry out in a good and
professional manner the following services:
A. Preparation of a 2 CFR Part 225 (OMB A-87) compliant cost allocation
plan, based upon actual December 31, 2008 costs, which identifies the
various costs incurred by the County to support and administer non-
general fund programs. This plan will contain a determination of the
allowable costs of providing each supporting service such as:
purchasing, personnel, disbursement, processing, etc.
B. Negotiation of the completed cost allocation plan with the appropriate
Federal and/or State Representatives if such negotiation is requested
by those representatives.
C. Development of a full cost plan based upon actual costs for the County
based upon actual December 31, 2008 costs.
D. Development of a schedule for percentage cost recovery for each
special revenue and proprietary fund, based upon the full cost plan.
E. Assistance in interpreting information for these plans in support of the
County's cost recovery efforts, including assistance in responding to
any audit issues.
Consultant shall defend Client under audit for a period of three (3) years without
cost to the Client.
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EXHIBIT B
Compensation
For services provided as set forth in Exhibit A, Client agrees to pay Consultant
compensation in the amount of FIVE THOUSAND FIVE HUNDRED Dollars
($5,500).
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 Client's requirements.
Consultant will render to Client one or more invoices for the fees specified herein,
with payment due by sixty (60) days after the due date.
Invoices sixty (60) days after the due dates specified herein 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. For additional services, the inclusive hourly rates by resource category
are as follows:
Executive Director $250/hr
Project Manager $175/hr
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TERM SHEET
1) Requested hearing date: (First choice) (Second choice)
No hearing required
2) For County Manager signature: Contract is for $5,500.
3) Requesting department: Finance
4) Title: Agreement with Maximus, LLC to, meet with various departments,
perform cost allocation study and to work with commissioners on
modifications to that full cost study as deemed appropriate by the
commissioners.
5) Check one: Consent: On the Record: X
6) Staff submitting: John Lewis
7) Purpose: To update the cost allocation study with 2008 audited and 2009
budgeted numbers at the request of the commissioners.
8) Schedule: The study will be performed in July and August and begin
around the middle of July.
9) Financial considerations: $5,500; Agreement to be included in upcoming
supplemental for the $5,500 amount
Does agreement comply with Eagle County's Purchasing /Bidding /Request
for Proposal Guidelines set forth in Resolution 2006-071? YES
Vendor was chosen for expertise and previous experience with our County.
Further, no other similar expertise was found in the Colorado area.
10) Other:
DECEIVED
'JUN 9 2009
EAGLE COUNTY ATTORNEY
I By:
( ~ 1
~~ TO FORM
Bye/ - __
Eagle County Attorney's Office
Eagle County Commissioners' Office
