No preview available
HomeMy WebLinkAboutC04-041 The Cooper Institute e.. ~ ~ - 4-{ .- Z-- z..... ~ . CONSULTANT AGREEMENT Web-based Support for Community Tobacco Control Coalitions This consulting Agreement is made arid entered into as of I November 2003 by and between ~ CooDer Institute. 12330 Preston Road. Dallas. TX 75230. USA ('.'CI"l and Eagle CNS ("Consultant"), to be led by Kathleen Forinash, with a mailing address of: Eagle CNS A TIN: . Kathleen Forinash P.O. Box 660 Eagle, CO 81631 This agreement covers the period of November 1,2003 through June 30,2004. In consideration of the matters described herein, and of the mutual benefits and obligations set forth in this Agreement, CI and Consultant agree as follows: Scope Of Services Consultant, will provide on request, services to CI as described in Exhibit 1. Consultant shall execute the services specified in a manner consistent with the highest standards of scientific and professional skill in accordance with the terms of this Agreement and the terms of award of the grant (Exhibit 2). All records, data specifications and documentation prepared by the Consultant under this Agreement shall be the property of CI. Consultant agrees to allow CI to review any of the procedures used by it in doing the work under this Agreement and to make available for inspection all notes and other documents used in performing the Work. Aoolicable Provisions: The Consultant shall at all times during the execution of this Agreement strictly adhere to, and comply with, all applicable Federal State and local laws, codes, ordinances, regulation, rules and orders as they currently exist and may hereafter be amended, which are incorporated herein by this reference as the terms and conditions of this Agreement Indeoendent Contractor Status. Consultant's agrees that in the performance of Consultant's services hereunder the status of the Consultant shall be that of an independent contractor and of an entity retained on a contractual basis to perform professional or technical services for limited periods of time. It is understood and agreed that Consultant is not an agent, employee, joint venturer or partner of CI. CI and Consultant agree that, other than as set forth in this Agreement, CI shall have no control, direction, dominion, or power of instruction over Consultant in the performance of the Work by Consultant Consultant does not have, nor shall Consultant hold itself out as having, any right, power, or authority to create any contract or obligation, express or implied on behalf of, or in the name of, or binding upon CI, unless CI shall have consented thereto in writing. Consultant shall be responsible for payment of all taxes, state local and federal, including income tax, withholding tax, self employment tax and social security taxes accruing with respect to compensation paid hereunder, and CI has no duty to make any such payments. Consultant shall provide Contractor with itstvalid social security or federal employer 1.0. number, and the failure to do so may require Contractor to withhold a portion of the sums due to Consultant. Confidentiality. Consultant may gain propriety information about and trade secrets concerning CI's business during its performance under this Agreement and may have gained such information prior to the execution of this Agreement. Consultant agrees to hold in confidence all confidential information as well Consultant Agreement . as business and professional or trade secrets provided by CI before entering into this Agreement, during the performance of its activities pursuant to the Agreement, and after the termination of this Agreement. Consultant further agrees that it will not use such proprietary and secret information for its own benefit or disclose to any third person any confidential, proprietary and/or secret information which may become known to Consultant in the performance of this Agreement. Agreement Term And Renewal The term of this agreement shall be eight (8) months from the date of this agreement unless terminated by either party with thirty days written notice. Upon termination, CI remains obUgated for the payment of fees for services rendered or expenses incurred prior to the date of termination and shall compensate Consultant according to the terms of this agreement . Hillin!! Arrangements Consultant shall provide the services identified above ner the budeet nrovided in Exhibit 2. Invoices for payments due will be presented monthly detailing services rendered. Payments shall be made by CI within thirty (30) days upon receipt of invoice from Consultant. Total of invoices submitted shall not exceed $19.513. Indemnification and Hold Harmless To the extent allowable by state law, Consultant covenants and agrees that Consultant shall be solely responsible and liable for any errors, omissions, misrepresentations, negligence, malfeasance, misfeasance or nonfeasance by Consultant in its performance with respect to the Work and/or under this Agreement. Consultant agrees to indemnify and hold harmless CI, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, debts, expenses, penalties, and cause of action of whatsoever nature, intluding but not limited to, reasonable attomey's fees and other costs and expenses, arising out of the failure or breach by Consultant of any of its duties, obligations, warranties, and/or representations made or to be performed hereunder or in the performance of the Work. Consultant shall further reimburse CI for expenses incurred in connection with Consultant's performance under this Agreement which are disallowed for any reason by the granting or funding agency. , Consultant warrants and represents that it has adequate liability insurance for the protection of itself and its officers, employees, agents, and independent contractors, while acting ~thin the scope of their work for the Consultant. Consultant covenants and agrees that Consultant's sole remedy in the event of an injury to Consultant, Consultant's employees, or Consultant's Consultants, while performing work for CI lies in eoverage under Consultant's insurance coverage or self insurance program. Publicity Consultant agrees that the names and other information of and concerning The Cooper Institute, the Cooper Aerobics Enterprises, and Dr. Kenneth H. Cooper, MD, MPH, cannot be. used by Consultant without prior written approval from CI. The parties have executed this Agreement on the day and year first written above. THECOOPERINS~ By: ({ ~ Its: - ~,A h~// I'MefUL EAGLE COUNTY HEALTH & HUMAN SERVICES EAGLE COUNTY GOVERNMENT CHAI~d~ntY Commissioner, EIN 84-60000762 ConsultanJ Agreement 2 EXHmIT 1 STATEMENT OF WORK Web-based Support for Community Tobacco Control Coalitions Scope of Work Eagle CNS The Contractor, in accordance with the terms and conditions listed below, shalI perform and complete, in a timely and satisfactory manner, all work items described in this Scope of Work and Budget, which are incorporated herein by this reference, made a part hereof and attached hereto as "Exhibit 1" (Scope of Work). 1. Implement a comprehensive tobacco control program in your county(s) designed to prevent and reduce tobacco use. 2. Funds provided under this Consulting Agreement may not be used to: supplant funding for any existing programs/models; develop new cessation programs/models or curricula for youth or adults; pay for individual cessation aids or nicotine replacement therapy; fund capital improvements, substitute funding for events previously funded by tobacco companies, or fund costs of enforcement of state or local laws and ordinances. 3. If the Contractor intends to subcontract any or all ofits performance under this Consulting Agreement, then the Contractor shalI provide to the Cooper Institute, specifically the Center for Health Communication in Golden, Colorado (hereafter referred to as the Cooper Institute) for the Cooper Institute's prior review and written approval, a copy of any proposed subcontract between the Contractor and a subcontractor. All subcontractors are subject to all the terms and conditions of this Consulting Agreement. The Contractor remains ultimately responsible for any work performed by a subcontractor. 4. The Contractor shall ensure staffis trained in the field of tobacco control. Newly hired staffshall participate in an orientation training conducted by STEPP and satisfactorily complete the STEPP learning modules within six (6) months of employment. 5. The Contractor shall participate in state-level evaluation efforts as requested by STEPP to include but not be limited to quarterly reports, to be due 15 days after each calendar quarter. Calendar quarters shall be October- December, January-March and April-June. These reports are to be submitted to STEPP and the Cooper Institute. 6. Within thirty (30) calendar days after the expiration of the term of this Consulting Agreement, the Contractor shall submit a written report to STEPP and the Cooper Institute that describes its key accomplishments in implementing its Scope of Work and Annual Action Plan. The report shall also describe all measurable objectives and the Contractor's overall achievement ofits plan. 7. The Contractor is required to submit signed monthly invoices to The Cooper Institute, 14023 Denver West Parkway, Suite 100, Golden, CO 80401. Such statements shall be submitted within sixty (60) calendar days of the end of the billing period for which services were rendered in a format provided by or approved by the Cooper Institute. The Budget, which is included as part of this attacliment (Exhibit 1), shall govern the expenditure of funds by the Contractor under this Consulting Agreement as well as subsequent reimbursement by The Cooper Institute. The Contractor may transfer funds between specific line items within a major budget category without prior approval. Up to ten percent (10%) of the total funds originally set forth in each major budget category (personal Services, Operating, Travel, Contractual and Indirect) may be transferred to other categories without prior approval by the State. Proposed transfers that exceed ten (10%) of the original amount budgeted in a category must be approved in writing by The Cooper Institute prior to the transfer. In all iristances, the Contractor shall submit a revised budget to The Cooper Institute that shows: the original amount(s), the modification(s) made, and the new amount(s) within thirty (30) calendar days of the modification(s). Consultant Agreemenl 3 . EXHIBIT 2 THE BUDGET Eagle CNS Budget Summary 11/01/03-61.30/04 The following table summarizes your FY04 budget, showing original budgeted amounts, expenses through 31 October 2003, and balance remaining to bill to The Cooper Institute (CI), by major expense category. Expenses should be submitted to CI using the same invoice and procedures you have been using for the past several months. Invoices should be directed to Joan Hines (see contact information below). EXDense Catee:orv Orie:inal FY04 Bude:et YTD Expended Balance Remainine: Personnel $0 $0 $0 PrOgram Onerating $1.409 $0 $1,409 Travel $1,035 $0 $1,035 Contractual Costs $18,465 $3,170 $15,295 TOTAL DIRECT $20,909 $3,170 $17,739 Indirect @ 10% $2,091 $317 $1,774 TOTAL $23,000 $3,487 $19,513 Please direct invoices and questions to: Joan M. Hines, MPH Assoc. VP, Research Administration The Cooper Institute 14023 Denver West Parkway, Suite 100 Golden, CO 80401 720.216.6625 direct 720.216.6657 fax jhines@denver.cooperinst.org Consultant Agreement 4