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Home My WebLink AboutC06-207 AGREEMENT BETWEEN EAGLE COUNTY and Board of Governors of the Colorado State University System, Acting by and through Colorado State University This Agreement ("the Agreement"), made this 20th day of June, 2006, between Eagle County, Colorado ("County") and Board of Governors ofthe Colorado State University System, Acting by and through Colorado State University ("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 health education and promotion services; and 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 of the foregoing premises and the following promises, County and Contractor enter into this Agreement. Article I: SCOPE Contractor shall provide coordination for the Eagle County Healthy Living Coalition. The Healthy Living Coalition will: ? identify community indicators in the areas of physical activity and nutrition; identify current community resources for healthy living; ? research literature for best practices in the area of community programs for physical activity and nutrition; ? identify physical activity and nutrition strategies for Eagle County residents; ? Construct a long term vision for healthy living for Eagle County ? Posit strategic goals and objectives to achieve the vision; ? Recommend an action plan for the accomplishment of the healthy living goals and objectives. The County through its HHS Public Health Division will: ? Partner with the Contractor in convening and facilitating the Eagle County Healthy Living Coalition; ? Aid in data collection of community indicators in the areas of physical activity and nutrition; ? Take the lead in writing the final assessment report and community action plan. 1 Article II: TERM This Agreement shall commence on January 1, 2006 and shall terminate on December 31, 2006. Article III: COMPENSATION A. County will compensate Contractor for performance of Assigned Services as follows: (1) for direct work on the objectives of the Healthy Living project - $22.64 per hour, with fringe benefits at a rate of20.3% of salary (2) for travel associated with coalition meetings and project activities at the rate of 40.5 cents per mile; (3) for CSU indirect costs 24.5 % of the cost of direct services. The maximum reimbursable amount under this agreement is $ 4000. 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 ofthis 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. Should County determine that services were not performed as prescribed by the provisions of this Agreement, County will so notifY Contractor, allowing 30 days for Contractor to correct said performance of services and thereby its receipt, or retention, of payment for said services. 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 Either party may terminate this Agreement at any time and for any reason or no reason upon written notice to the other party specifYing the date of termination, which date shall be not less than ten (10) days from the date of the notice. In the event the other party files for bankruptcy or is declared bankrupt or dissolves, the second party may declare in writing that this Agreement is terminated, and all rights of the other party and obligations of the second party, 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 federal, state or county auditors or their designees. Contractor authorizes County to perform audits or to make inspections during normal business hours, upon 2 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. 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. D. 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. E. Contractor shall assure that the service described herein is provided to the County at a cost not greater than that charged to other persons in the same community. F. Contractor may submit monthly billings to County. Billings will be paid through the County's usual bill paying process. Billings must be submitted by the fifth working day of the subsequent month in order to be eligible for reimbursement, except that billings for services provided through June 30, 2006 must be submitted by July 1, 2006; and billings for services provided through December 31, 2006 must be submitted by January 6, 2007 in order to be eligible for reimbursement. 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 Candyce Jeffery, Senior Reseach Administrator P. O. Box 660 (mailing address) Colorado State University (551 Broadway - physical location) 2002 Campus Delivery Eagle, CO 81631 Fort Collins, CO 80523-2002 Notice shall be deemed given three (3) days after the date of deposit in a regular depository of the United States Postal Service. 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. 3 VIII. MODIFICATION Any revision, amendment or modification of this Agreement shall be valid only if in writing and signed by all parties. IX. INSURANCE As an entity of the State of Colorado, Contractor is self insured for $ 150,000 per person and $ 600,000 per occurrence as more fully set forth in the Risk Management provisions of CRS 24-30-1501, et seq. The parties agree that such insurance shall satisfy all insurance requirements of this Agreement. The Contractor will provide a certificate evidencing such insurance upon the written request of the County. County represents and warrants that is maintains comprehensive general liability insurance and all overages required by law sufficient for the purpose of carrying out the duties and obligations arising under 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 seek all reasonable costs and claim related expenses incurred. 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. Each party hereto agrees to be responsible for its own wrongful or negligent acts or omissions, or those of its officers, agents or employees to the extent permitted by law. The Contractor is an institution of higher education of the State of Colorado and is governed by the provisions of the Colorado Governmental Immunity Act (CRS 24-10-101, et seq.) and the Constitution of the State of Colorado. Nothing herein shall be construed as a waiver of immunity pursuant to such laws. 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 31st 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). 4 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 will be determined jointly by the parties. 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. 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 By and through its d y Commissioners CONTRACTOR: Board of Governors of the Colorado State University System, Acting by and through Colorado State University By: ~Ct:;f' ~ -r~ \ L~ Jotmson Director, Sponsored Programs 5