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CONSULTANT AGREEMENT

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					                             CONSULTANT AGREEMENT


      THIS AGREEMENT, dated effective as of the ___ day of ___________, 200__, is
made and entered into by and between the Douglas County School District Re.1
(“District”) and Carole Murray (“Consultant”), for the performance of professional
services in connection with the following: lobbying activities on behalf of the
District(hereafter the “Project”).

                                   WITNESSETH

     In consideration of the mutual promises and covenants herein set forth, the District
and the Consultant agree as follows:


      1.    Services. The Consultant shall perform the Professional Services (the
“Services”) as outlined in this Agreement and in: (a) the District’s “Request for Proposal”
(“RFP”) dated 11/1/06, attached and incorporated herein; and (b) the Consultant’s
response to RFP, dated 11/16/06, attached and incorporated herein as “Consultant’s
Proposal”. In the event of any inconsistency in the terms of this Agreement and the
incorporated documents, the priority of interpretation and the order of precedence shall
be: first, this Agreement and next, in sequence, the RFP and then Consultant’s
Proposal.

    2.     Term. The Consultant shall commence the Services on January 1, 2008, and
complete the Services by December 31, 2008.

      3.    Standards. All services shall be performed by the Consultant in a diligent,
safe, professional, impartial and workmanlike manner and the Consultant shall use her
best skill and judgment pursuant to the highest standards of the profession for such
Services in furthering the District’s best interests. In the event of a breach by the
Consultant of the terms of this Agreement, the District may terminate this Agreement,
and may pursue any remedies available in law or in equity.

      4.     Contract Price. The Consultant shall perform the Services for the total fixed
contract price and pursuant to the fee schedule included in Consultant’s Proposal
attached and incorporated herein. Unless otherwise expressly stated, reimbursables
shall be included in the total contract price. Reimbursables include, but are not limited
to: all office supplies, pagers, cell phones, parking fees, meals, lodging, rents, mileage,
travel expenses, supplies, mailing charges, communications, reporting, analysis, delivery
charges and all other items consumed/utilized/required by Consultant’s staff, including
subcontractors and suppliers.

      5.  Independent Contractor. All Services performed by the Consultant shall be
as an independent contractor and not as an employee of the District. Neither party shall
be construed, in any way, as a partner or joint venturer with the other party. The
Consultant acknowledges that she is not entitled to workers’ compensation
benefits and that she is obligated to pay federal and state income tax on any
moneys earned from the District pursuant to this independent contractor
relationship.



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      6.   Materials. All labor, licenses, materials, supplies, equipment, and all other
items necessary to complete the Services required to be furnished by the Consultant
(the “Materials”) shall be part of and not in addition to the contract price. The Consultant
shall be responsible and liable for any damage or destruction to any Materials resulting
from any cause other than the deliberate or negligent acts of the District for which it
could be held liable under the Colorado Governmental Immunity Act.

      7.   Government Regulations. The Consultant shall comply with all laws,
statutes, ordinances, standards, rules, and regulations of all federal, state, municipal,
and special district governmental authorities that are or may become applicable to any of
the Services or Materials covered under this Agreement. Compliance shall also include,
without limitation, applicable District policies and public meetings and records
requirements.

      8.   Claims. The Consultant shall pay, satisfy, and discharge all taxes, claims,
charges, or other impositions of any nature or kind imposed on the Consultant or the
Project arising out of or in connection with the Services or Materials performed or
provided hereunder and shall hold harmless and indemnify the District there from.

      9.   Licensing Requirements. As a condition of this Agreement, the Consultant
shall maintain in effect all times during the term of this Agreement, a valid and
appropriate license and/or registration, if and as required by state law. The Consultant
shall ensure that each of its employees, subcontractors, or similar personnel who are
subject to licensing and/or registration maintain in effect at all times while performing
work on the Project, a valid and appropriate license and/or registration, if and as
required by state law.

     10.   Consultant’s Representations.

           10.1    The Consultant shall perform all of the Services set forth herein.

           10.2 The Consultant represents that she understands the nature, location,
and scope of the Services, the character of the equipment and facilities needed
preliminary to and during the performance of the Services, and the general and local
conditions and all other matters that can in any way affect the Services and is not relying
on any representations or promises by the District except as set forth in this Agreement.

         10.3 The Consultant shall cooperate with other consultants, if any, and
employees of the District in performing the Services.

           10.4 The Consultant agrees to notify the District of any additional
information the Consultant may need, or for any clarification of data.

            10.5 The Consultant shall identify and timely report, in writing, findings that
specifically identify areas of technical and business risks, with recommendations for
minimizing each area of risk. This is an ongoing requirement for the duration of the
Agreement.




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     11.    Consultant’s Warranties and Guarantee.

            11.1 The Consultant warrants that the Services shall be conducted in a
good and workmanlike manner and shall be suitable and fit for the purposes for which
they are intended.

            11.2 The Consultant warrants and represents that it has full authority under
applicable law to execute and deliver this Agreement and to perform all of the obligations
under this Agreement.

           11.3 The Consultant represents that it shall perform the Services in a safe
and diligent manner.

          11.4 The Consultant warrants that any Materials utilized shall be adequate
and appropriate for the use contemplated by the required Services.

      12. Notice. Any notice required under this Agreement shall be in writing and shall
be effective upon personal delivery or three days after mailing when deposited in the
United States first-class mail, postage prepaid, or upon confirmed transmission by
telegram, cable, telex, or a facsimile, with charges prepaid to the other part at the
following addresses:

DISTRICT:                Jim Christensen
                         Superintendent
                         Douglas County School District Re.1
                         620 Wilcox
                         Castle Rock, Colorado 80104
                         Phone: (303) 387-0123
                         Fax: (303) 387-0107

CONSULTANT:              Carole Murray
                         Rees LLC
                         2219 N. Rocky View Road
                         Castle Rock, CO 80108
                         Phone: (303) 683-0575
                         Cell:   (303) 565-6249
                         Email: carole@reescolorado.com


       13. Infringement Claims. The Consultant shall defend all suits or claims for
infringement of any alleged patent rights, copyright, or trade secrets arising under this
Agreement and shall indemnify the District from loss on account thereof and shall pay
any judgments or fees resulting there from, including, but not limited to, royalties, license
fees, and attorneys’ fees.

     14. Insurance of Consultant. Consultant shall maintain in effect at all times
during the terms of this Agreement the following policies of insurance:

          14.1 Workers’ Compensation Insurance covering injury to, or occupational
disease or death of, all employees engaged in the work (including active partners or


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individual owners) in accordance with the statutory requirements of the state or states in
which the Services are to be performed, including employer’s liability insurance.

             14.2 Comprehensive bodily injury, property damage, personal injury, and
broad form property damage liability insurance, including owned, non-owned, leased or
hired automobiles, including contractual liability, products liability, completed operations
liability, and owners and contractors protective liability, if any (to be maintained for a
minimum period of three years after final completion of the work). Such coverage shall
provide a limit of $100,000 combined single limit bodily injury and property damage for
each occurrence subject to an aggregate limit of $100,000. Personal injury coverage
shall provide a limit of $100,000 combined single limit for each occurrence subject to an
aggregate limit of $100,000. A policy that provides $100,000 of coverage via a primary
policy plus an umbrella or following form excess policy in the amount of $500,000 will be
satisfactory.

            14.3 Unless otherwise modified by the District in writing in advance, the
insurance of the Consultant described in this Section 14 shall be maintained with a
carrier having an AM BEST “A” Rating and the terms of coverage shall be as evidenced
by certificates to be furnished to the District. Such certificates shall provide that thirty
days’ written notice will be given to the District should the policies be non-renewed, have
a reduction in coverage or policy limits as described above, exhaustion of policy limits, or
cancellation for any reason.

          14.4 The certificate of insurance will indicate any limitation of coverage in
the Consultant’s insurance policy such as claims made, defense within limits and
aggregates, etc. Acceptance of a certificate with less than the required amounts and
coverage shall not be deemed a waiver of those requirements.

          14.5 The Consultant shall require all of its subcontractors to maintain
Workers’ Compensation Insurance, Comprehensive General Liability Insurance, and
Comprehensive Automobile Liability Insurance with the same limits and conditions as
insurance maintained by the Consultant herein.

          14.6 Notwithstanding the preceding, the District may waive or modify the
requirements of this Section 14. Such waiver or modification shall not be effective
unless made in writing executed by an appropriate officer or employee of the District.

     15. Indemnity. The Consultant shall indemnify, defend, and hold the District
harmless from any and all claims and causes of action, including attorneys’ fees, for any
damage to or destruction of property or injury to any person as a result of acts or
omissions of the Consultant or any of its agents or subcontractors in the performance of
the Services required herein.

      16. Ownership of Data/Use of Work Products. Any reports, studies, data, other
documents or materials prepared by the Consultant in the performance of her obligations
and Services under this Agreement shall be the exclusive property of the District and all
such materials shall be delivered to the District by the Consultant upon completion,
termination, or cancellation of this Agreement. The Consultant shall not use, willingly
allow, or cause to have such materials used for any purpose other than the performance
of the Consultant’s obligations and Services under this Agreement without the prior
written consent of the District. The ownership rights described herein shall include, but


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not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or
otherwise use the works.

      The Consultant’s work product shall be delivered to the District in the time frame
contemplated by this Agreement, shall become the property of the District, and may be
used by the District for any purpose connected with the Project or other District
applications.

     17.   Termination.

            17.1 This Agreement may be terminated by the District upon not less than
five days’ written notice should the Consultant fail substantially to perform in accordance
with the terms of this Agreement through no fault of the District and may be terminated
by the District upon ten days’ written notice without cause. The Consultant shall not
terminate this Agreement, without the written consent of the District, other than for
nonpayment as provided below. In the event of termination of this Agreement not due to
the fault of the Consultant, the Consultant shall be paid for Services performed to the
date of termination, including reimbursable expenses then due. In the event of
termination, the Consultant shall deliver to the District all reports, data, and similar
Materials relating to the Project prepared by or in the possession of the Consultant.

           17.2 If the Project is suspended or abandoned in whole or in part for more
than two months, the Consultant shall be compensated for all Services performed prior
to receipt of written notice from the District of such suspension or abandonment,
together with all reimbursable expenses then due. At its sole discretion, the District may
terminate this Agreement by giving written notice to the Consultant if the Project is
abandoned or suspended for more than two months.

          17.3 If the District fails to make payment when due, the Consultant may,
upon ten days’ written notice to the District, suspend performance of Services. Unless
payment is received by the Consultant within ten days of the date of the notice, the
suspension shall take effect without further notice.

     18. District’s Action. Any approvals or acceptance by the District in relation to
this Agreement shall be an approval or acceptance of concepts based on the
Consultant’s representations and such approval or acceptance shall not be deemed to
supersede the Consultant’s judgment as to the technical sufficiency or propriety of the
matter.

      19. Non-assignment. The Consultant shall not assign or subcontract any of its
rights or obligations hereunder without the express written consent of the District.

      20. Governing Law/Forum Selection. This Agreement is made in and will be
governed by the laws of the state of Colorado. Any legal action by either party to
enforce and alleged breach or default shall be brought in the Douglas County, Colorado
District Court.

      21. Limitation of Actions. Unless a longer period is provided by law, any legal
action brought by the District against the Consultant to recover damages shall be
brought within two years after the claim for relief arises and is discovered by the District;
provided, however, if written notice of a potential claim is given to the Consultant within


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such two-year period, then an action may be brought within four years after the claim for
relief arises and is discovered by the District. “Discovered” as used herein means
detection and knowledge by the District of the defect in the improvement or Services
which ultimately causes the injury or damage (when such defect is of a substantial or
significant nature) and the cause of such defect.

      22. Entire Agreement.       This Agreement, together with the documents
incorporated herein by reference, contains all of the terms, conditions, and provisions
hereof and the entire understanding and all representations of understandings and
discussions of the parties relating thereto, and all such prior representations,
understandings, and discussions are merged herein and superseded and canceled by
this Agreement. This Agreement may only be modified or amended by further
agreement executed by the parties hereto.

      23. Replacement of Consultant Personnel. The Consultant shall provide the level
of service (number of people, their experience and estimated hours) required by and
committed in the RFP and the Consultant’s Proposal throughout the term of the
Agreement. The Consultant shall notify the District, in writing, of her desire to replace
personnel dedicated to this Agreement. The District reserves the right to approve
replacement of personnel. Upon request by the District, the Consultant shall provide
documented evidence and references that the replacement personnel possess the
necessary training, experience and skills to competently perform the obligations of this
Agreement. The Consultant shall disclose to the District any potential conflicts of
interest for the proposed replacement personnel.

      24. Primary Consultant and Subcontractors. The Consultant shall assume all
responsibility for performance of all Services in this Agreement, whether or not the
Consultant uses subcontractors. Any consequences resulting from non-performance
under the terms of this Agreement are the sole responsibility and liability of the
Consultant. The Consultant shall be the sole point of contact with the District with regard
to all matters covered by this Agreement. The District shall not initiate or maintain
contact with any subcontractor unless such contact becomes necessary to mitigate the
District’s damage in the event the Consultant is in default or breach of any term or
obligation of this Agreement.

      25. Confidentiality. The Consultant acknowledges that it may come into contact
with confidential information contained in the records of the District. The Consultant shall
provide a secure environment that ensures confidentiality. The confidentiality of all
information will be respected, and no confidential information shall be distributed or sold
to any third party nor used by the Consultant or the Consultant’s assignees in any way
except as authorized by this Agreement; nor be retained in any files of the Consultant.
Disclosure of such information may be cause for legal action against the Consultant.
Defense of any such action shall be the sole responsibility of the Consultant.

     26. Press Contacts/News Releases. The Consultant shall not initiate any press
and/or media contact nor respond to press/media requests regarding this Agreement
and/or any related matters concerning the District without the prior written approval of
the District.

      27. Severability. To the extent that this Agreement may be executed and
performance of the obligations of the parties may be accomplished within the intent of


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the Agreement, the terms of this Agreement are severable, and should any term or
provision hereof be declared invalid or become inoperative for any reason, such
invalidity or failure shall not affect the validity of any other term or provision hereof.

     28. Waiver. The waiver of any breach of a term, provision, or requirement of this
Agreement shall not be construed or deemed as waiver of any subsequent breach of
such term, provision, or requirement, or of any other term, provision, or requirement.

      29. Survival of Certain Contract Terms. Notwithstanding anything herein to the
contrary, the parties understand and agree that all terms and conditions of this
Agreement and the exhibits and/or attachments hereto which may require continued
performance, compliance, or effect beyond the termination date of the Agreement- shall
survive such termination date and shall be enforceable by the District as provided herein
in the event of such failure to perform or to comply by the Consultant.

      30. Certification. The Consultant certifies that the Consultant shall comply with
the provisions of C.R.S. § 8-17.5-101 et seq. The Consultant shall not knowingly (a)
employ or contract with an illegal alien to perform work under this contract, (b) enter into
a contract with a subcontractor that knowingly employs or contracts with an illegal alien
to perform work under this agreement, or (c) enter into a contract with a subcontractor
that fails to contain a certification to the Consultant that subcontractor shall not
knowingly employ or contract with an illegal alien to perform work under this agreement.
The Consultant represents, warrants, and agrees that it (i) has verified that it does not
employ any illegal aliens, through participation in the Basic Pilot Employment Verification
Program administered by the Social Security Administration and Department of
Homeland Security, (ii) will comply with all requirements of C.R.S. § 8-17.5-102(2)(b),
and (iii) shall comply with all reasonable requests made in the course of an investigation
by the Colorado Department of Labor and Employment. If the Consultant fails to comply
with any requirement of this provision or C.R.S. § 8-17.5-101 et seq., the District may
terminate this agreement for breach and the Consultant shall be liable for actual and
consequential damages to the District. Any person who is engaged by Consultant as a
subcontractor shall comply with the provisions of C.R.S. § 24-76.5-101 et seq. by
producing one of the forms of identification as provided therein and otherwise
demonstrating that he or she is lawfully present in the United States.

       IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

performance, compliance, or effect beyond the termination date of the Agreement- shall
survive such termination date and shall be enforceable by the District as provided herein
in the event of such failure to perform or to comply by the Consultant.

     30. Certification. The Consultant certifies that the Consultant shall comply with
the provisions of C.R.S. § 8-17.5-101 et seq. The Consultant shall not knowingly (a)
employ or contract with an illegal alien to perform work under this contract, (b) enter into
a contract with a subcontractor that knowingly employs or contracts with an illegal alien
to perform work under this agreement, or (c) enter into a contract with a subcontractor
that fails to contain a certification to the Consultant that subcontractor shall not
knowingly employ or contract with an illegal alien to perform work under this agreement.
The Consultant represents, warrants, and agrees that it (i) has verified that it does not
employ any illegal aliens, through participation in the Basic Pilot Employment Verification


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Program administered by the Social Security Administration and Department of
Homeland Security, (ii) will comply with all requirements of C.R.S. § 8-17.5-102(2)(b),
and (iii) shall comply with all reasonable requests made in the course of an investigation
by the Colorado Department of Labor and Employment. If the Consultant fails to comply
with any requirement of this provision or C.R.S. § 8-17.5-101 et seq., the District may
terminate this agreement for breach and the Consultant shall be liable for actual and
consequential damages to the District. Any person who is engaged by Consultant as a
subcontractor shall comply with the provisions of C.R.S. § 24-76.5-101 et seq. by
producing one of the forms of identification as provided therein and otherwise
demonstrating that he or she is lawfully present in the United States.

       IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.




CONSULTANT:

Carole Murray

___________________________________

SSN: ______________________________




SATE OF COLORADO             )
                             )   ss.
COUNTY OF DOUGLAS            )


The foregoing Consultant Agreement was signed before me this ___ day of
__________________________, 200___, by Carole Murray (“Consultant”).

       Witness my hand and official seal:



SEAL                                        _______________________________
                                            Notary Public


       My commission expires:______________________.




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DOUGLAS COUNTY SCHOOL DISTRICT RE.1

Kristine Turner


______________________________

Title: President, Board of Education



STATE OF COLORADO            )
                             )   ss.
COUNTY OF DOUGLAS            )


         The foregoing Consultant Agreement was signed before me this ___ day of
______________, 200___, by Kristine Turner, on behalf of the Douglas County School
District Re.1 Board of Education.


       Witness my hand and official seal:



SEAL                                        _______________________________
                                            Notary Public

       My commission expires:______________________




Approved as to form


___________________________________
School District Attorney




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