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HomeMy WebLinkAboutC06-221 AGREEMENT BETWEEN EAGLE COUNTY AND CRISTINA GAIR This Agreement ("the Agreement"), made this 27th day of June, 2006, between Eagle County, Colorado ("County") and Cristina Gair ("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 activities to improve community health status, and improve the quality of community 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 of the foregoing premises and the following promises, County and Contractor enter into this Agreement. Article I: SCOPE Contractor shall provide editing services for the Community Health Assessment report around the department's goal of increasing community health status. Specifically, the Contractor will: ~ Review and edit the report to include 7 chapters, a cover, introduction section, table of contents and citations ~ Meet with public health manager to determine standard formatting ~ Correct errors in spelling, grammar or formatting to the document (excluding graphs and tables) ~ Flag errors in spelling, grammar or formatting in the document's graphs and tables for correction by public health staff ~ Flag paragraphs that are awkwardly written, for correction by public health staff ~ Assure figures are numbered in correct order ~ Assure citations are numbered in correct order, and ~ Assure table of contents page directs Reader to correct page. Article II: TERM This Agreement shall commence on June 16, 2006 and shall terminate on September 30, 2006. 1 Article III: COMPENSATION A. Eagle County will pay the Contractor at a rate of $30 per hour, not to exceed 40 hours for a totalof$I,200. 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 ofthis 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 ofthe 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 oftermination, 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. 2 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 ofthese 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. 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 Cristina Gair (551 Broadway - physical location) P.O. Box 4613 Eagle, CO 81631 Edwards, CO 81632 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. VID. MODIFICATION Any revision, amendment or modification of this Agreement shall be valid only if in writing and signed by all parties. IX. 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. 3 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 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 ofthe 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. I. 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. 4 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. OF COLORADO ty Commissioners CONTRACTOR: Cristina Gair By: ~~ 5