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Home My WebLink AboutC05-114 Desired Outcomes 606"'/1 tfJ 'ZZ AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND DESIRED OUTCOMES THIS AGREEMENT made this 12th day of April, 2005, by and between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners, "County" and, Desired Outcomes, hereinafter "Contractor." 1. AGREEMENT: This Agreement shall commence on March 21, 2005 and shall end on December 31, 2005. 2. SCOPE: Eagle County hereby contracts with the Contractor for professional facilitation and consultation services in support of the Eagle County Early Childhood Initiative. Specifically, the agreement is for facilitation of community meetings, training of task force leaders in facilitation and parallel group process, and consultation to the County in the preparation of community reports. The services will be reimbursed at the rate of $ 105 per hour. Mileage will be reimbursed at the rate of .375 cents per mile. The contractor will also be reimbursed for supplies and postage related to this agreement. The County, through its Director of Health & Human Services is responsible for requesting and authorizing services under this agreement. There shall be no payment for services provided without prior authorization for such services by the County. Such authorization shall include the amount of services to be provided, the scope of services provided and time frames in which these services are to be provided. 3. TERMINATION: The County may terminate this Agreement upon ten (10) days written notice to Contractor if it is deemed by the County in its sole discretion, that the Contractor is not fulfilling the program as specified in this Agreement, or for any other reason. Upon such termination any unexpended funds shall be returned to the County. In addition, any funds not properly expended according to project objectives shall be returned by Contractor to County. In the event the Contractor becomes insolvent, is declared bankrupt or dissolves, the County may declare in writing that this Agreement is terminated, and all rights of the Contractor and obligations of the County shall terminate and cease immediately. 4. CONTRACTOR'S DUTIES: The Contractor shall comply with the following requirements: A. All funds received by Contractor under this Agreement shall be expended solely for the purpose for which granted, and any funds not so expended, including funds lost or diverted for other purposes, shall be returned to County. B. Contractor shall maintain adequate financial and programmatic records for reporting to the County. The Contractor shall maintain all records pertaining to this Agreement for a minimum of three (3) years and may be subjected to an audit by federal, state or county auditors or their designees, as requested. If an auditor discovers misuse of funds, the Contractor shall return said misused funds to the County. The Contractor hereby authorizes the County to perform audits or to make inspections during normal business hours upon 48 hours notice to Contractor, for the purpose of evaluating performance under this Agreement. The Contractor will allow access to and cooperate with authorized Health & Human Services representatives in the observation and evaluation of the program and records. The Contractor shall have the right to dispute any claims of misuse of funds and seek an amicable resolution with the County. C. Customer ServicelTermination: In rendering its services, Contractor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision of its employees to ensure the maintenance of these high standards of customer service and professionalism, the performance of such obligation to be determined at the sole discretion of the County. In the event that the County finds these standards of customer service are not being met by the Contractor, the County may terminate this Contract, in whole or in part, upon providing ten (10) days notice to the Contractor. E. The County may request periodic written reports concerning services under this Agreement. Contractor. F. Contractor shall assure that the service described herein is provided to the County at cost not greater than that charged to other persons in the same community. 5. NOTICE: Any notice required under this. Agreement shall be given in writing by registered or certified mail; return receipt requested which shall be addressed as follows: THE COUNTY: THE CONTRACTOR: Eagle County Health & Human Services Maro Zagoras Post Office Box 660 Desired Outcomes Eagle, CO 81631 3891 County Road 214 Silt, CO 81652 Notice shall be deemed given three (3) days after the date of deposit in a regular depository of the United States Postal Service. 6. ASSIGNMENT: The Contractor shall not assign any of its rights or duties under this Agreement to a third party without the prior written consent of County. Any assignment without the prior written consent of County shall cause this Agreement to terminate. 7. MODIFICATION: Any revision, amendment or modification to this Agreement, shall only be valid if in writing and signed by all parties. 8. MISCELLANEOUS: A. The parties to this Agreement intend that the relationship of the Contractor to the County is that of independent contractor. No agent, employee or volunteer of the Contractor shall be deemed to be an agent, employee or volunteer of the County. B. This Agreement shall be binding upon and inure to the benefit of the Contractor and the County and their respective heirs, legal representatives, executors, administrators, successors and assigns. Neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party. C. In the event of litigation in connection with this Agreement, it is agreed that the prevailing party shall be entitled to recover all reasonable costs incurred, including attorney fees, costs, staff time and other claim related expense. D. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. E. Contractor shall indemnify and hold harmless the County, its Board of Commissioners, and the individual members thereof, its agencies, departments, officers, agents, employees, servants and its successors from any and all demands, losses, liabilities, claims or judgments, together with all costs and expenses, including but not limited to attorney fees, incident thereto which may accrue against, be charged to or be recoverable from the County, its Board of Commissioners, and the individual members thereof, its agencies, departments, officers, agents, employees, servants and its successors, as a result of the acts or omissions of Contractor, its employees or agents, in or in part pursuant to this Agreement or arising directly or indirectly out of Contractor's exercise of its privileges or performance of its obligations under this Agreement. F. The Contractor shall comply with all applicable laws, resolutions, and codes. G. Notwithstanding anything to the contrary contained in this Agreement, the County shall have no obligations under this Agreement, nor shall any payments be made to Contractor in respect of any period after December 31 st of each calendar year during the term of this Agreement, without the appropriation therefore by the County in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (eRS. 29-1-101 et.seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). H. This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and venue fur any suit, right or cause of action arising under, or in connection with this Agreement shall be exclusive in Eagle County, Colorado, I. This Agreement supersedes all previous communications, negotiations and/or agreements between the respective parties hereto, either verbal or written, and the same not expressly contained herein are hereby withdrawn and annulled. This is an integrated agreement and there are no representations about any of the subject matter hereof except as expressly set forth in this Agreement. No altera.tions, amendments, clmngos or modifications to this AgH~eIllent tillall be valid unless executed by an instrument in writing signed by both parties. 1. This Agreement does not, and shall not be deemed Or construed to, confer upon or grant to any third party or parties any right to claim damages or to bring any suit. action or other proceeding against either Contractor or the c.ounty because of any breach hereof or because of any of the terms., covenants, agreements and conditions herein. K. Contractor hereby certifies that it has read the Agreementt understands each and every term and the requirements set forth herein, and agrees to com.ply with the same. IN WITNESS WHEREOF, the parties hereto have @(ecuted this Agreement on the date first set forth above. The parties hereto have signed this Agreement in triplicate, Two counterparts have been delivered to County and one to too COntractor. ,AGLE, STATE OF COLORADO 8 Board of County Commissioners By: ~TTEST: '-.._~ ~~ Clerk to tbeBoard of County Co ~"~~l CONTRACTOR: Desired Outcomes