HomeMy WebLinkAboutC10-186 Lou IglesiasAGREEMENT BETWEEN EAGLE COUNTY, COLORADO and
LOU IGLESIAS
This Agreement ("Agreement") dated as of this ^~ day of ,2010, is between the
County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County
Commissioners ("County"), and Lou Iglesias, with a mailing address of P.O. Box 4393
Gypsum, CO 81637-4393 ("Consultant").
WHEREAS, the County desires to contract with a Consultant for the provision of the services
outlined in Section 1.1 hereunder; and
WHEREAS, Consultant 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; and
WHEREAS, County wishes to hire Consultant to perform the tasks associated with the services
outlined in 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 byConsultant 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: Provide graphic design services
to create source type forms for use by Child Welfare hereinafter called "Consulting Services")
1.2 The Consultant agrees that Consultant will not knowingly enter into any consulting arrangements
with third parties that will conflict in any manner with the Consulting Services.
1.3 Consultant has given the County a proposal for performing the Services and represented that it
has the expertise and personnel necessary to properly and timely perform the Services.
2. Term of Agreement
2.1 This Agreement shall commence on the agreement date and, subject to the provisions of
Section 2.2 hereof, shall continue in full force and effect until the Consulting Services have
been fully performed, or until the Agreement is otherwise terminated in accordance with
Section 2.2 herein.
2.2 This Agreement may be terminated by either party for any other reason with 15 days written
notice, with or without cause, and without penalty whatsoever therefore.
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2.3 In the event of any tennination of this Agreement, Consultant shall be compensated for all
incurred costs and 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 independerrt contractor providing Consulting Services to the County.
Nothing in this Agreement shall be deemed to make Consultant an agent, employee, partner or
representative of County.
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 the Board of
County Commissioners.
33 The Consultant will m~ a;n liability, unemployment and workman's compensation insurance
on his/her behalf, as necessary.
4. Remuneration:
4.1 For the Consulting Services provided hereunder, County shall pay to the Consultant as follows:
A maximum of $2,000 to create pages of source type fornLS. Per page costs for Word
documents and low resolution scanned forms shall be $40 per page. Documents that are
source type (original) documents shall be $30 per page. County will provide all logos,
tabbing sr<vctures, margins and page layout requirements. Consultant will not be entitled to bill
at overtime and/or double time rates for work done outside of normal business hours unless
specifically authorized to do so by County. Fees for any additional services will be as set forth
in an executed addendum between the parties. Fees will be paid within thirty (30) days of
receipt of a proper and accurate invoice from Consultant respecting Consulting Services. The
invoice shall include a description of services performed. Upon request, Consultant shall
provide County with such ~ supporting information as County may request.
4.1 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 merle pursuant to the terms of this Agreement.
4.2 Noi~~vith~andirg anything to the contrary corrtained in this Agreement, no charges shall be made
to the County nor shall any payment be made ~ the Consultant in excess of the amount for any
work done without the written approval in accordance with a budget adopted by the Board in
accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that
the County is a governmental entity and that all obligations beyond the ctnrent fiscal year are
subject to fluids being budgeted a~ appropriated.
5. Ownership of Documents:
All documenrts (including elec~onic files) which are obtained during or prepared, either partially
or wholly, in the perf~marice of the Services shall r~nain the property of the County and are to
be delivered to County before final payment is made to Consultant or upon earliertermination
of this Agreement.
6. Indemnification:
6.1 Within the limits allowed by Iaw, 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, inching reasonable attorney's fees, arising from claims of any nature
whatsoever made by any person in connection with the negligent acts or omissions of, or
presentations by, the Consultarn in violation of the terms and conditions 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 Hurd party for such claim without regard to the involvement
of the Consultant.
7. Cons~iltant's Professional Level of Care:
7.1 Consultant shall be responsible for the completeness and accuracy of the Consdting 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.
Consultant shall perform the Consulting Services in a ski11fu1, professional and competent
manner and in ~cardance with the standard of care, skill and diligence applicable to
consultants, with respect to similar services, in this area at this time.
8. No Assignment:
The parties to this Agreement recogniDe that the Consulting Services to be provided pursuant to
this Agrcemer>t are professior~l in nature and that in entering into this Agrcemerrt County is
relying upon the professional services and reputation of Consultant and its approved
subcontractors. Therefore, neither Consultant nor its subcontractors may assign its interest in
this Agreemenrt or in its subcontract, including the assignment of any rights or delegation of any
obligations provided therein, without the prior written consent of County, which consent
County may withhold in its sole discretion. Except as sfl provided, this Agreement shall be
binding on and inure to the benefit of the parties hero, and their respedive successors and
assigns, and shall not be deemed to be for the benefit of or enforceable by any third party.
Unless specifically stated to the contrary in any written consent to an assigmnent, no
assignment will release or discharge the assignor from any duty or responsibility under the
Agreement.
9. Notices:
9.1 Any notice and all written communications required under this Agreement shall be given in
writing by personal delivery, facsimile or U.S. Mail to the other party at the following
addresses:
(a) Eagle Coutrty Children & Family Services Director
551 Broadway
PO Box 660
Eagle, CO 81631
Telephone: 970-328-8 852
Facsimile: 970-328-8829
with a copy to:
Eagle County Attorney's Office 500
Broadway PO Box 850 Eagle, CO
81631
(b) Lou Iglesias
P.O. Box 4393
Gypsum, CO 81637-4393
970-309-9538
9.2 Notices shall be deemed given on the date of delivery; on the date the facsimile is
h ansrnitted and confirmed received or, if transmitted after nom~al 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 depository of the U.S.
Postal Service.
10. Jurisdiction and Confidentiality:
10.1 This Agreement shall be interpreted in accordance with the laws of the State of Cdorado 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.
10.2 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 arxi County may
acquire knowledge of the business operations of the other party not generally known deemed
confidential. The parties shall not disclose, use, publish or otherwise reveal, either directly or
through another, to any perm, firm or corporation, any such confidential knowledge or
information 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 the party during the
term of this Agreement, and for a period of five (5) years following termination ofthis
Agreement. Any such information must marked as confidential. The parties recognize
that the County is subject to the Colorado Open Records Act and nothing herein shall
preclude a release of information that is subject to the same.
11. Miscellaneous:
11.1 This Agreement constitutes the entire Agreement betvween the parties related to its subject
matter. It supersedes all prior proposals, agreements and understandings.
11.2 This Agreement is personal to the Consultant and may not be assigned by Consultant.
113 This Agrcerment does not anal shall not be deemed to confer upon yr grant to acry thgd party any
right enforceable at law or equity arising out of any term, covenant, ~ condition herein or the
breach thereof.
12. Sole Source Government Contracts:
If the Contractor has entered into a sole source government contract or contracts with the State
of Colorado or any of its political subdivisions as defined in Article XXVIII of the Colorado
Constitution which including this contract in the aggregate on an annual basis are equal to or
exceed the amount of $100,000, then the following provisions apply:
12.1 Because of a presumption of impropriety between contributions to any campaign and sole
source government contracts, Contractor, on behalf of itself, any person who controls ten percent
or more of the shares of or interest in the Contractor, and the Contractor's officers, directors and
trustees (collectively, the "Contract Holder") shall contractually agree, for the duration of the
contract and for two years thereafter, to cease making, causing to be made, or inducing by any
means, a contribution, directly or indirectly, on behalf of the Contractor Holder or on behalf of
his or her immediate family member and for the benefit of any political party or for the benefit of
any candidate for any elected office of the state or any of its political subdivisions.
12.2 The parties further agree that if a Contract Holder makes or causes to be made any
contribution intended to promote or influence the result of an election on a ballot issue, the
Contract Holder shall not be qualified to enter into a sole source government contract relating to
that particular ballot issue.
12.3 The parties agree that if a Contract Holder intentionally violates sections 15 or 17(2) of
Article XXVIII of the Colorado Constitution, as contractual damages that Contract Holder shall
be ineligible to hold any sole source government contract, or public employment with the state or
any of its political subdivisions, for three years.
12.4 The Contract Holder agrees to comply with the summary and notice provisions of Section
16 of Article XXVIII of the Colorado Constitution.
12.5 These provisions shall not apply to the extent they have been enjoined or invalidated by a
court of competent jurisdiction.
12.6 All terms used in this Section and not otherwise defined in this Agreement shall have the
same meaning as set forth in Article XXVIII of the Colorado Constitution.
13. Prohibition on Public Contracts for Services:
If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. § 8-
17.5-101, et seq., regarding Illegal Aliens -Public Contracts for Services, and this Contract. By
execution of this Contract, Consultant certifies that it does not knowingly employ or contract
with an illegal alien who will perform under this Contract and that Consultant will participate in
the E-verify Program or other Department of Labor and Employment program ("Department
Program") in order to confirm the eligibility of all employees who are newly hired for
employment to perform work under this Contract.
A. Consultant shall not:
(i) Knowingly employ or contract with an illegal alien to perform work under
this contract for services; or
(ii) Enter into a contract with a subcontractor that fails to certify to the
Consultant that the subcontractor shall not knowingly employ or contract
with an illegal alien to perform work under the public contract for
services.
B. Consultant has confirmed the employment eligibility of all employees who are
newly hired for employment to perform work under this Contract through
participation in the E-verify Program or Department Program, as administered by
the United States Department of Homeland Security. Information on applying for
the E-verify program can be found at:
http://www.dhs. ov/xprevprot/pro rams/ ~ 1185221678150.shtm
C. The Consultant shall not use either the E-verify program or other Department
Program procedures to undertake pre-employment screening of job applicants
while the public contract for services is being performed.
D. If the Consultant obtains actual knowledge that a subcontractor performing work
under the public contract for services knowingly employs or contracts with an
illegal alien, the Consultant shall be required to:
(i) Notify the subcontractor and the County within three days that the
Consultant has actual knowledge that the subcontractor is employing or
contracting with an illegal alien; and
(ii) Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to subparagraph (i) of the paragraph
(D) the subcontractor does not stop employing or contracting with the
illegal alien; except that the Consultant shall not terminate the contract
with the subcontractor if during such three days the subcontractor provides
information to establish that the subcontractor has not knowingly
employed or contracted with an illegal alien.
E. The Consultant shall comply with any reasonable request by the Department of
Labor and Employment made in the course of an investigation that the department
is undertaking pursuant to its authority established in C.R.S. § 8-17.5-102(5).
F. If a Consultant violates these prohibitions, the County may terminate the contract
for a breach of the contract. If the contract is so terminated specifically for a
breach of this provision of this Contract, the Consultant shall be liable for actual
and consequential damages to the County as required by law.
G. The County will notify the office of the Colorado Secretary of State if Consultant
violates this provision of this Contract and the County terminates the Contract for
such breach.
/lF~I~VIAINDER~ PACE ATIF.NTIOATALLY LEFT BLANK//
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 Its
COUNTY MANAGER
_._._1
By: Keith P. Mon
.~
IGLESIAS
~--_.
~' _ ~-~~
Title:
STATE OF COLORADO )
_ ~ ~} ) ss
County of 1C.~' )
The foregoing was acknowledged before me this ~ day of ~/~~, 20
by -~,~_ ~~o I (~~l C
Witness my hand and official selal~.
My commission expires: L~ U~. 2~
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