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HomeMy WebLinkAboutC05-292 AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND ASPEN CENTER for WOMEN'S HEALTH THIS AGREEMENT made this 4th day of October, 2005, by and between the County of Eagle, State of Colorado, a body corporate and politic, "County" and, Aspen Center for Women's Health hereinafter "Contractor." 1. AGREEMENT: This Agreement shall commence on July 1, 2005 and shall end on December 30,2005. 2. SCOPE: The Contractor shall utilize and spend the funds provided solely for the following specific purpose, prenatal health care services to low-income, uninsured individuals with incomes below 133% of the federal poverty level who are residents of Eagle County. Eagle County will reimburse the Contractor $375 per prenatal client, for up to 22 prenatal clients. The maximum amount of payment under this agreement is $ 8,250. The contractor will be reimbursed monthly based on the number of prenatal clients referred for service by the County. Eagle County will pay directly for routine, including ultrasounds, and authorized lab costs associated with the prenatal care. 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 ofthe 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 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. Agreement between Eagle County and Aspen Center for Women's Health 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. INSURANCE: At all times during the term of this Agreement, Contractor shall maintain in full force and effect the following insurance: Type of Insurance Coverage Limits Workers' Compensation Statutory Employers Liability, including occupational Disease $500,000 Comprehensive General Liability, including $150,000 per person and broad form property damage $600,000 per occurrence or as specified in the Colorado Governmental Immunity Act, whichever is greater Professional Liability Insurance $ 1,000,000 per occurrence Contractor shall purchase and maintain such insurance as required above and shall provide certificates of insurance in a form acceptable to Eagle County upon execution of the Agreement. 9. 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. Agreement between Eagle County and Aspen Center for Women's Health IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set forth above. The paliies 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 Bya thr Jlgh its Board of County Commissioners CONTRACTOR: Aspen Center for Women's Health Ct?J ~~~ . ~D~e l\/A-vS<VVY\l~ '61 ~ Z; I ()J~~