HomeMy WebLinkAboutC06-144
AGREEMENT BETWEEN EAGLE COUNTY
AND
HEAL THY MOUNTAIN COMMUNITIES
This Agreement ("the Agreement"), made this 2nd day of May, 2006, between Eagle County,
Colorado ("County") and Healthy Mountain Communities ("Contractor"),
WITNESSETH:
Whereas, County, through its Department of Health and Human Services ("HHS"), works to
promote the health, safety and welfare of County residents of all ages; and
Whereas, among the services County provides in order to promote such health, safety and
welfare are grants-in-aid to non-profit human service organizations whose work assists the
County in the accomplishment of the Health & Human Services goals to:
~ Reduce poverty
~ Strengthen families in the care of their children
~ Achieve well-being and independent living for seniors and disabled adults
~ Improve community health status, and
~ Improve the community quality of life.
Whereas, the use of outside providers of such services enhances the ability of the County to
promote such health, safety and welfare; and
Whereas, Contractor is a provider of such services and wishes to contract with County to provide
such services to County residents in need thereof.
Now, therefore, in consideration ofthe foregoing premises and the following promises, County
and Contractor enter into this Agreement.
Article I: SCOPE
Contractor shall provide services to improve community health status. Specifically, the
Contractor will:
~ Create the awareness, leadership, and tools to create a locally-managed and
underwritten health insurance plan for the residents of the Roaring Fork Valley,
including that portion of Eagle County.
~ Undertake planning, research and preliminary education to create a non-profit health
insurance plan in the Roaring Fork Valley.
~ Collaborate with HHS in any health assessment and health education activities that
are associated with the creation of a non-profit health insurance plan.
~ Include an HHS designated representative(s) to participate in the Health Leadership
Roundtable proposed by this initiative.
~ Include the County as a co-sponsor of the Community Health Symposium in all
publicity and informational activities.
Article II: TERM
This Agreement shall commence on January 1,2006 and shall terminate on December 31,2006.
Article III: COMPENSATION
A. Eagle County will provide the Contractor a grant in the amount of $ 5,000 in one payment of
$5,000 on or about April 27, 2006.
B. If, prior to payment of compensation or reimbursement for services but after submission to
County of a request therefor by Contractor, County reasonably determines that payment as
requested would be improper because the services were not performed as prescribed by the
provisions of this Agreement, the County shall have no obligation to make such payment. If, at
any time after or during the Term or after termination of this Agreement as hereinafter provided
or expiration of this Agreement, County reasonably determines that any payment theretofore
paid by County to Contractor was improper because the services for which payment was made
were not performed as prescribed by the provisions of this Agreement, then upon written notice
of such determination and request for reimbursement from County, Contractor shall forthwith
return such payment to County. Upon termination of this Agreement as hereinafter provided or
expiration of the Term, any unexpended funds advanced by County to Contractor shall forthwith
be returned to County.
IV. TERMINATION
County may terminate this Agreement at any time and for any reason or no reason upon written
notice to Contractor specifying the date of termination, which date shall be not less than ten (10)
days from the date of the notice. In the event Contractor files for bankruptcy or is declared
bankrupt or dissolves, County may declare in writing that this Agreement is terminated, and all
rights of Contractor and obligations of County, except for payment of accrued but unpaid fees
and expenses, shall terminate immediately.
V. CONTRACTOR'S DUTIES
A. All funds received by Contractor under this Agreement shall be or have been 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, for a minimum of 3 years, adequate financial and programmatic
records for reporting to County on performance if its responsibilities hereunder. Contractor shall
be subject to financial audit by county auditors or their designees. Contractor authorizes 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. Contractor shall
cooperate fully with authorized HHS representatives in the observation and evaluation of the
program and records. Contractor shall have the right to dispute any claims of misuse of funds
and seek an amicable resolution with County.
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C. In rendering its services hereunder, 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 County. In the event
that County finds these standards of customer service are not being met by Contractor, County
may terminate this Agreement, in whole or in part, upon ten (10) days notice to the Contractor.
D. Contractor shall comply with all applicable federal, state and local rules, regulations and laws
governing services of the kind provided by Contractor under this Agreement.
E. The County requests the Contractor to work in collaboration with HHS in the development of
inter-agency referral protocols regarding the Contractor's and County's services. The Contractor
will advise the Director of HHS in writing of all community collaboration activities sponsored or
convened by the Contractor for purposes of HHS participation in such activities.
F. The County requests a written report concerning services under this Agreement. This report
shall include a summary of the activities undertaken as a part of this initiative and the outcomes
of those activities; information obtained from the Community Health Insurance Survey; input
and recommendations from the Community Health Symposium; and, results and
recommendations of the Health Leadership Roundtable.
The Annual Report must be submitted no later than December 15, 2006 in order for the
Contractor to be eligible for consideration under the Eagle County Human Service Grant
program in subsequent years.
F. Contractor shall comply with the requirements of the Civil Rights Act of 1964 and Section
504, Rehabilitation Act of 1973, concerning discrimination on the basis of race, color, sex, age,
religion, political beliefs, national origin, or handicap.
VI. 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:
COUNTY: CONTRACTOR:
Eagle County Health & Human Services Healthy Mountain Communities
P. O. Box 660 (mailing address) P. O. Box 1582
(551 Broadway physical location) Carbondale, CO 81623
Eagle, CO 81631
Notice shall be deemed given three (3) days after the date of deposit in a regular depository of the United
States Postal Service.
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VII. ASSIGNMENT
Contractor shall not assign any of its rights or duties under this Agreement to a third party
without the prior written consent of County. County shall terminate this Agreement in the event
of any assignment without its prior written consent of County.
VIII. MODIFICATION
Any revision, amendment or modification of this Agreement shall be valid only if in writing and
signed by all parties.
IX. 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 $ 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 execution of this Agreement.
X. MISCELLANEOUS
A. The relationship of Contractor to County is that of independent contractor. No agent,
employee or volunteer of Contractor shall be deemed to be an agent, employee or volunteer of
County.
B. In the event of litigation in connection with this Agreement, the prevailing party shall be
entitled to recover all reasonable costs incurred, including attorney fees, costs, staff time and
other claim related expense.
C. 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.
D. Contractor shall indemnify and hold harmless 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 County, its Board of Commissioners, and the
individual members thereof, its agencies, departments, officers, agents, employees, servants and
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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.
E. Contractor shall comply at all times and in all respects with all applicable federal, state and
local laws, resolutions, and codes.
F. Notwithstanding anything to the contrary contained in this Agreement, County shall have no
obligations under this Agreement after, nor shall any payments be made to Contractor in respect
of any period after, December 31 st of the calendar year of the Term of this Agreement, without
an appropriation therefore by 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).
G. 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.
H. 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.
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 County because of any breach hereof or because of any
of the terms, covenants, agreements and conditions herein.
J. Contractor 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.
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In Witness Whereof, County and Contractor have executed this Agreement in triplicate on the
date set forth above. Two counterparts have been delivered to County and one to Contractor.
COUNTY OF EAGLE, STATE OF COLORADO
ounty Commissioners
CONTRACTOR:
Healthy Mountain Communities
By (1 .~
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