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HomeMy WebLinkAboutC05-211 Deb Kleinman ; AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND DEB KLEINMAN THIS AGREEMENT made this 1ih day of July, 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, Deb Kleinman, hereinafter "Contractor." 1. AGREEMENT: This Agreement shall commence on July 5, 2005 and shall end on June 30, 2006. 2. SCOPE: Eagle County hereby contracts with the Contractor for research, analysis, group facilitation, technical writing and strategic planning services, toward a five-year community health assessment and strategic plan. The Contractor will develop a report (in a format stipulated by the County), on one to two assigned priority heath issues within Eagle County, specifically: a. Description of the health issue(s) b. Description of situation in Eagle County (what is the need, where does the system work, where are the barriers, where are the gaps. Where data is available, compare the situation in Eagle County with other counties or the state. Graphs, charts and tables will be developed as appropriate for illustration) c. Recommendations toward improving the situation (recommendations from subcommittee, literature review, subject matter experts, focus groups and research on model programs elsewhere) d. Strategic planning based on the recommendations adopted by the County that includes measurable goals, timeline, potential resources and lead entity. Additional activities may include the following: 1. Consultation with the County's Public Health Manager 2. Participation in steering committee meetings or identified subcommittees 3. Meeting facilitation as requested by the County through its Public Health Manager 4. Community assessment as directed by the County's Public Health Manager, which may include one on one interviews; focus groups; town hall or other meetings. 5. Literature review; model program review; review of relevant legislation/laws; and objective data gathering (potentially both primary and secondary) as requested by the County's Public Health Manager. Professional services will be reimbursed at an hourly rate of$75. All services under this agreement will be authorized in advance in writing by the County. Time spent in travel, professional education and networking, or independent research not requested by the County is not eligible for reimbursement. The contractor may be reimbursed for mileage associated with requested on-site program visits at the rate of $.345/mile. The maximum amount of this agreement is $6000. 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 ofthe 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 Service/Termination: 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 ofthese high standards of customer service and professionalism, the performance of such obligation to be determined at the sole discretion ofthe County. In the event that the County finds these standards of customer seRrice are not being met by the Contractor, the County may terminate this Contract, in whole or in part, upon providing ten (l0) days notice to the Contractor. D. The Contractor will provide periodic written reports concerning services under this Agreement. Contractor shall provide the County with deliverables according to the following timeline: . Report outline by November 1, 2005 . First draft of assessment results by January 15, 2006 . Second draft of assessment results/recommendations by March 15, 2006 .. Completion of strategic plan by April 15, 2006 .. Completion of final report by 15,2006 Contractor shall comply requirements of the Civil Rigbts Section 504, Rehabilitation Act of 1973 concerning on basis religion, political beliefs, national origin, or handicap. G. Contractor shall assure tbat service described is provided to at cost not greater than to other same community. H. The Contractor shall submit monthly billings to the County. dates of service; nature of service; hours of service provided. for services is dependent on the timely receipt of deliverables identified Section paragraph D. Billings will be paid through the County's process. must submitted by fifth working day of the subsequent month in order to be eligible for reimbursement, except for services and December 31, 2005 must be submitted by January 6, 2006 in order to be eligible for reimbursement. 5. NOTICE: Any notice required under writing by registered or mail; return receipt requested which shall be addressed as follows: COUNTY: Eagle County Health & Human Services Post Office Box 660 P.O. Box 24 Eagle, CO 81631 Silver Plume, CO 80476 Notice shaH 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 its rights or duties under this to a third without the prior written consent County . assignment without the prior 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. INSURANCE: At an times the term of this Agreement, Contractor shall maintain in full foree and effect the following insurance: Professional Insurance $ 500,000 per occurrence Contractor shall purchase and maintain such insurance as required above and shall provide certificates of insurance in a form acceptable to County upon Agreement. 9. MISCELLANEOUS: The parties to this Agreement intend that the relationship of the Contractor to County is that of independent contractor. agent, or be to an agent, employee or volunteer of the B. This Agreement shall binding upon to the the County and their respective heirs, legal executors, administrators, successors and assigns. Neither party may assign or any of its rights or obligations hereunder without first obtaining the written consent of the other party. C. In the event litigation in connection with this Agreement, it is agreed that prevailing party shall be to recover all reasonable costs incurred, including staff time and claim related The or not proVIsIons this be or provision was omitted. Contractor shall indemnify and the County, its Board and the individual members thereof, its agencies, departments, officers, agents, 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 may accrue against, be charged to or be recoverable 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 resolutions, and codes. G. Notwithstanding anything to the contrary contained in this Agreement, the County shall have no obligations under Agreement, nor shall any payments be made to Contractor in 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 (C.RS. 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 for any suit, right or cause of action arising under, or in connection with this Agreement shall be exclusive in Eagle County, Colorado. 1. 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 alterations, amendments, changes or modifications to this Agreement shall be valid unless executed by an instrument in writing signed by both parties. J. 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 County 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 Agreement, understands each and every term and the requirements set forth herein, and agrees to comply with the same. IN WITNESS WHEREOF, the parties hereto have executed 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 the Contractor. COUNTY OF EAGLE, STATE OF COLORADO By gh its Board of County Commissioners ~ . ~~~~'.3_ nJ;""~Q~rs , \) LPu 1" ""- CONTRACTOR: Deb Kleinman BY~ ~