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HomeMy WebLinkAboutC05-269 AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND THE HIGHLAND GROUP, Inc. THIS AGREEMENT made this 6th day of September, 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, The Highland Group Inc., hereinafter "Contractor." 1. AGREEMENT: This Agreement shall commence on September 6, 2005 and shall end on December 31, 2005. 2. SCOPE: Eagle County hereby contracts with the Contractor for services to determine the need for assisted living and skilled nursing care in Eagle County and to assist in the preparation of requests for proposals in that regard. Specifically, the Contractor will: > Part I: Update the "Assisted Living Demand Analysis" completed by The Highland Group, Inc. for the Eagle County Commissioners in February, 2001. Using the same content and format as the earlier document, the Contractor will : 0 Update demographic data to 2009 0 Update competitor data 0 Recalculate demand estimates 0 Write new conclusions and summary > Part II: Complete a demand analysis for a skilled nursing facility in Eagle: 0 Compile a listing of skilled nursing facilities in the market area with property name, age of property, total beds, numbers of secured dementia beds, private pay rates, and current census/census trend. 0 Identify any known, planned facilities ort changes to existing inventory, 0 Using industry benchmarks and Colorado rends, prepare a numeric demand analysis estimate of skilled nursing beds. 0 Interview discharge coordinators in hospital serving Eagle County residents to estimate the number of skilled nursing facility referrals in the past 12 months. 0 Interview assisted living facilities to estimate the number of Eagle County Residents they have transferred to skilled nursing facilities in the past 12 months. 0 Interview existing skilled nursing facilities to estimate the number of residents they currently have who were Eagle County residents. 0 Write conclusions and summary. > Assist in the preparation of Request for Proposals. 0 Assist the County in the preparation of Request for Proposals for developers of assisted living and skilled nursing facilities. 0 Contact and refer/inform potential development partners. The fees for services will be: >- Assisted Living Demand Analysis $3,250 >- Skilled Nursing Demand Analysis $ 2,825 >- Request for Proposal Assistance - hourly rate of$ 160. Fees and scope of work detailed above do not include trips to Eagle. Site visits to Eagle will be billed at the rates of: >- $850 for a one to three hour meeting >- $1,200 for a four to eight hour meeting, plus travel time. Other conditions: >- all incidental expenses are included in the above estimate >- 50% of the fee for the assisted living and skilled nursing demand analysis will be paid in advance. 50 % of the fee is due upon delivery. >- Five original copies of the demand analysis will be delivered to Client. An Adobe PDF file will also be provided. Timeline: > a review draft of the Part I and Part II will be delivered to the County within five weeks after Highland has a signed proposal and the 50% advance payment. This timeline assumes that client and other key people are reasonably available within this timeframe for questions, discussion, or additional information. 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. 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 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 tern1inate this Contract, in whole or in part, upon providing ten (10) days notice to the Contractor. 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 The Highland Group, Inc. Post Office Box 660 1113 Spruce Street Eagle, CO 81631 Boulder, CO 80302 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 attomey 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 (C.R.S. 29-1-101 et.seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). H. This Agreement shall be governed by the laws ofthe 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. FRDM : The Highland Group FAX NO. : 7202949663 Sep. 02 2005 10:43AM P3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set forth above. 111e parties hereto have signed this Agreement in triplicate. Two counterparts have been delivered to County and one to the Contractor. STATE OF COLORADO Board of County Commissioners CONTRACTOR: The HigWand Group./ ~<-- . ZL4 - By: 1:3 \ ("',] e.h-~iJY-1~ '-. 7re.~L~P'