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Home My WebLink AboutC09-180 Vail Rotary Children's Health & Wellness Prog (Dental Services)c~~~~o AGREEMENT BETWEEN EAGLE COUNTY AND VAIL ROTARY CHILDREN'S HEALTH AND WELLNESS PROGRAM (Dental Services) ~ ~ ~ ~ This Agreement ("Agreement") dated as of this ./ ~ day of . ~, ~ , 2009, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ("County"), and VAIL ROTARY CHILDREN' S HEALTH AND WELLNESS PROGRAM, with a mailing address of P.O. Box 4479, Avon, CO 81620 ("Contractor"). WHEREAS, the 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, County provides various services to Eagle County residents in order to promote health, safety and welfare; and WHEREAS, to enhance the ability of the County to provide these services, County is in need of an organization to provide the services outlined in Section 1.1 hereunder; and WHEREAS, County wishes to hire Contractor to perform the tasks associated with such services outlined in Section 1.1 hereunder; and WHEREAS, County and Contractor intend by this Agreement to set forth the scope of the responsibilities of the Contractor in connection with the services and related terms and conditions to govern the relationship between Contractor and County in connection with the services. AGREEMENT NOW THEREFORE, based upon the representations by Contractor set forth in the foregoing recitals, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Scope of Services: 1.1 The Contractor will provide the services more particularly set forth in the attached Exhibit "A" labeled Scope of Services (hereinafter called "Contractor's Services") incorporated herein by reference. The Contractor's Services are generally described as to act as the fiscal agent that makes payments to dental service providers that serve low-income, uninsured children ages 2-5 who are experiencing dental decay and need restorative services. 1.2 Any revision, amendment or modification of this Agreement shall be valid only if in writing and signed by all parties. Except as may be expressly altered by the amendment, a11 terms and conditions of this Agreement shall control. To the extent the terms and conditions of this Agreement may conflict with Exhibit "A" or any future exhibits or amendments, the terms and conditions of this Agreement shall control. 1.3 The Contractor agrees that Contractor will not knowingly enter into any arrangement per se with third parties that will conflict in any manner with this Agreement. 1.4 Contractor has given the County a proposal for performing the Services as fiscal agent and represented that it has the expertise and personnel necessary to properly and timely perform the Services. 2. Term of Agreement 2.1 This Agreement has been fully executed on the agreement date first above written and, subject to the provisions of Section 2.2 hereof, shall continue in full force and effect until December 31, 2009. All terms and conditions of this executed Agreement shall apply retroactively to all the work commenced on January 1, 2009. This Agreement may be extended beyond the time referred to in this Section 2.1 by a Renewal Agreement fully executed by both parties hereto. 2.2 This Agreement may be terminated by either party for any reason with 15 days written notice, with or without cause, and without penalty. In the event the 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 payment of accrued but unpaid fees set forth in Section 2.3 hereof, shall terminate immediately. 2.3 In the event of any termination of this Agreement, Contractor shall be compensated for all incurred costs and hours of work then completed, plus approved expenses. 3. Independent Contractor: 3.1 With respect to the provision of the Contractor's Services hereunder, Contractor acknowledges that Contractor is an independent contractor providing Contractor's services to the County. Nothing in this Agreement shall be deemed to make Contractor an agent, employee, partner or representative of County. 3.2 The Contractor shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of County without the written consent of the Board of County Commissioners. 3.3 The Contractor and its employees are not entitled to workers' compensation benefits through the County. The Contractor is solely responsible for necessary and adequate workers' compensation insurance and shall be responsible for withholding and paying all federal and state taxes. The Contractor and its employees are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by an entity other than the County. The Contractor hereby acknowledges full and complete liability for and timely payment of all local, state and federal taxes imposed including, without limitation, tax on self-employment income, unemployment taxes and income taxes. 2 4. Compensation: 4.1 For the Contractor's Services provided hereunder, County shall pay to the Contractor a fee as set forth in the attached Exhibit "A." Contractor will not be entitled to bill at overtime and/or double time rates for work done outside normal business hours unless specifically authorized to do so by County. Fees for any additional services will be as set forth in an executed addendum between the parties. 4.2 For reimbursement Contractor must submit invoices by the fifth business day of each month. Invoices shall include a description of services performed. If County is not satisfied with the completeness of a submitted invoice, County may request Contractor to either revise the invoice or provide additional information to explain the insufficiency of the invoice. Fees will be paid within thirty (30) days of receipt of a proper and accurate invoice from Contractor for Contractor's Services. All invoices must be mailed or delivered in-person to the following address to ensure proper payment. Invoices sent by fax or email will not be accepted. Eagle County Health & Human Services Business Office 550 Broadway P.O. Box 660 Eagle, CO 81631 4.3 If, prior to payment of compensation or reimbursement for services but after submission to County of a request therefore 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. 4.4 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to the Contractor in excess of the amount for any work done in respect of any period after December 31 st of the calendar year of the Term of this Agreement, without the written approval 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). 3 5. Indemnification: Within the limits allowed by law, Contractor shall indemnify County for, and hold and defend the County and its officials, boards, officers, principals and employees harmless from all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the negligent acts or omissions of, or presentations by, the Contractor in violation of the terms and conditions of this Agreement. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claim without regard to the involvement of the Contractor. 6. Contractor's Professional Level of Care and Additional Duties: 6.1 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. 6.2 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. Contractor shall provide the County with progress reports upon County's request; or Contractor shall furnish progress reports as more specifically set forth in the attached Exhibit "A". 6.3 Contractor shall maintain, for a minimum of 3 years, adequate financial and programmatic records for reporting to County on performance of 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 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. 6.4 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. Contractor shall be solely responsible for ensuring proper licensing and credentialing of those providing services under this Agreement. 6.5 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. 4 7. 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: Eagle County Health & Human Services Jennie Wahrer P.O. Box 660 Eagle, CO 81631 970-328-2604 CONTRACTOR: Vail Rotary Children's Health and Wellness Program Scott Proper, President - Vail Rotary c/o Carolyn Cage P.O. Box 4479 Avon, CO 81620 970-949-9766 8. Insurance: 8.1 At all times during the term of this Agreement Contractor shall maintain in full force and effect the following insurance: Insurance Type • Workers' Compensation • Employers Liability, including Occupational Disease • Comprehensive General Liability, including Broad Form Property Damage • Professional Liability Insurance Coverage Minimums Statutory $500,000 $600,000 per occurrence or as specified in the Colorado Governmental Immunity Act, whichever is greater $500,000 per occurrence 8.2 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. 9. Non-Assignment and Subcontractors: Contractor shall not assign this Agreement or employ any subcontractor without the prior written approval of the County Representative, who is designated in Section 7 of this Agreement. The Contractor shall be responsible for the acts and omissions of its agents, employees and sub- contractors. The Contractor shall bind each subcontractor to the terms of this Agreement. The County may terminate this Agreement, if the Contractor assigns or subcontracts this Agreement without the prior written consent from the County, and any such assignment or subcontracting shall be a material breach of this Agreement. 10. Jurisdiction and Confidentiality: 10.1 This Agreement sha11 be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. 5 10.2 The Contractor and County acknowledge that, during the term of this Agreement and in the course of the Contractor rendering the Contractor's Services, the Contractor and County may acquire knowledge of the business operations of the other party not generally known deemed confidential. The parties shall not disclose, use, publish or otherwise reveal, either directly or through another, to any person, firm or corporation, any such confidential knowledge or information and sha11 retain all knowledge and information which he has acquired as the result of this Agreement in trust in a fiduciary capacity for the sole benefit of the other party during the term of this Agreement, and for a period of five (5) years following termination of this Agreement. Any such information must be marked as confidential. The parties recognize that the County is subject to the Colorado Open Records Act and nothing herein shall preclude a release of information that is subject to the same. 11. Miscellaneous: 11.1 This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings, either verbal or written. 11.2 This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach hereof. 11.3 Invalidity or unenfarceability 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. 12. Prohibitions on Public Contract for Services: If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. § 8-17.5-101, et seq., regarding Illegal Aliens - Public Contracts for Services, and this Contract. By execution of this Contract, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor will participate in the E-verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Contract. (a) Contractor shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. (b) Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E-verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: 6 http://www.dhs. ov/xprevprot/pro rams/~c 1185221678150.shtm (c) The Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. (d) If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: (i) Notify the subcontractor and the County within three (3) days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to subparagraph (i) of paragraph (d) the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (e) The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8-17.5-102(5). (~ If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Contractor shall be liable for actual and consequential damages to the County as required by law. (g) The County will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Contract and the County terminates the Contract for such breach. 13. Sole Source Government Contracts: If the Contractor has entered into a sole source government contract or contracts with the State of Colorado or any of its political subdivisions as defined in Article XXVIII of the Colorado Constitution which including this contract in the aggregate on an annual basis are equal to or exceed the amount of $100,000, then the following provisions apply: (a) Because of a presumption of impropriety between contributions to any campaign and sole source government contracts, Contractor, on behalf of itself, any person who controls ten percent or more of the shares of or interest in the Contractor, and the Contractor's officers, directors and trustees (collectively, the "Contract Holder") shall contractually agree, for the duration of the contract and for two years thereafter, to cease making, causing to be made, or inducing by any means, a contribution, directly or indirectly, on behalf of the Contractor Holder or on behalf of his or her 7 immediate family member and for the benefit of any political party or for the benefit of any candidate for any elected office of the state or any of its political subdivisions. (b) The parties further agree that if a Contract Holder makes or causes to be made any contribution intended to promote or influence the result of an election on a ballot issue, the Contract Holder shall not be qualified to enter into a sole source government contract relating to that particular ballot issue. (c) The parties agree that if a Contract Holder intentionally violates sections 15 or 17(2) of Article XXVIII of the Colorado Constitution, as contractual damages that Contract Holder shall be ineligible to hold any sole source government contract, or public employment with the state or any of its political subdivisions, for three years. (d) The Contract Holder agrees to comply with the summary and notice provisions of Section 16 of Article XXVIII of the Colorado Constitution. (e) These provisions shall not apply to the extent they have been enjoined or invalidated by a court of competent jurisdiction. (~ All terms used in this Section and not otherwise defined in this Agreement shall have the same meaning as set forth in Article XXVIII of the Colorado Constitution. lISIGNATURE PAGE TO FOLLOWII 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: W~ ~r • ~ ~ti:: ~ , 0 -U~ ~ i~. ~-~- __---- COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its Board of County Commissioners BY: L.fi ~~i~..._ Sara J. Fisher, Chairman Vail Rotary Children's Health and Wellness Program By: ~ 9 Board of County Commissioners EXHIBIT A SCOPE OF SERVICES, PAYMENT & FEE SCHEDULE Description of Services: The work for this Agreement began on January 1, 2009 and shall terminate on December 31, 2009. Contractor serves as the fiscal agent to provide payment to dental providers who provide dental services to 70 low-income, uninsured and under-insured children ages 2-5 with tooth decay and in need of restorative services. Early intervention will allow young children treatment before the oral disease further progresses, will alleviate pain and suffering, and will allow dental health professionals opportunities for direct counseling with children and families to prevent further dental problems. Additional Provisions: Program Evaluation & Proclress Reports - The program will be evaluated through the following measures: • Number of children served and the cost per child • Additional matching funds provided • Types and locations of restorative work provided • A qualitative report of five children's stories Program evaluation reports will be required two times per year. The first report will be due on or before June 30, 2009 and the second report will be due on or before December 31, 2009. Pavment and Fee Schedule: The amount of this contract is $41,000. The County shall pay the contractor the first half ($20,500) in May 2009 and the second half ($20,500) in September 2009. 10 I EXHIBIT B PROOF OF INSURANCE (Cert~cafe of insurance to be attached as Exhibit B) ACORD~, CERTIFICATE OF LIABILITY INSURANCE OATE(MM/DOM') PRODUCER ~OCKTON COMPANIES,LLC 525 W. Monroe, Suite 600 CHICAGO IL 60661 THIS~CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR (312) 669-6900 INSURERS AFFORDING COVERAGE INSURED All A ti t US R Cl b & Di t t i INSURER A: AIT10T1C3ri HO1T10 ASSUT317CC CO1Tlp3ri}~ c ve o ary u s s s r c Attn, Risk Management Department iNSUaeR e: Illinois National Insurance Com an 1560 Sherman Ave. iNSUaeA c, Evanston IL 60201-3698 INSURER D: INSURER E : TFilS CERTIFICATE OF INSURANCE DOE5 NOT CONSTIME A CONTRACT BETWEEN THE ISSUING COVERAGES in~enacarc~ en~runonen OCOQCCC~ITIITI\/C no oonnnreo ANII T4C!`CQTICI~`ATC 4JA1 noe _ - - - - - __ THE POLICIES OF INSURANCE L~STED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDIN~ ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFFECTIVE POLICY EXPIRATION 7YPE OF INSURANCE POLICY NUMBER ~~MIT S GENERAL LIABILITY EACH OCCURRENCE 9 lyOOO,OOO A X COMMERCIAL GENERAL LIABILITY FIPE DAMAGE An ane flre S I,OOO,OOO CI.AIMSMADE ~ OCCUR ' MEOEXP An one erson 9 X~{}Q{}{~{}( GL7218113 ]~j~2~~g ~~1~2~~9 PERSONAL 8 ADV INJURY 6 1 OOO OOO GENERALAGGREGATE S S OOO OOO GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG 9 1 OOO OOO X PpLICY JEC LOC LIQUORLIA8ILITY $ INCLUDED AUT OMOBILE LIABILITY COMBINE~ SINGLE LIMIT ~ ] ,OOO OOO A ANY AUTO (Ea accident) , ALL OWNEO AUTOS BODILY INJURY ~ }{~(XXX~( SCHEDULE~AUTOS GL~21g113 ~~1~2~~g ~~1~2~~9 (Perperson) X HIRED AUTOS BODILY INJURY g ~Q{}(XXXX X NON-OWNED AUTOS (Per accldent) PROPERTY DAMAGE (Per eccident) y XXXXXXX GARAGE IIABILITY AUTO ONLY - EA ACCI~ENT S XXXXXXX ANY AUTO NOT APPLICABLE OTHER THAN EA ACC 9 XXXXXXX AUTO ONLY; AGG 8 XXXXXXX EXCE55 LIABILITY EACH OCCURRENCE 9 S,OOO,OOO B X OCCUR ~ CLAIMS MADE 7~IIZOOH AGGREGATE 8 S OOO,OOO BE 103 O1 31 ~/IIZOO9 ~ XXXXXXX X UMBRELLA ~ FORM DEDUCTIBLE XXXXXXX RETENTION ; 5 XXXXXXX WOqKERS COMPENSATION AND NOT APPLICABLE WC STATU- OTH- EMPLOYERS' LIABILITY E.L. EACH ACCIDENT S XXXXXXX E.L. OfSEASE • EA EMPIOYE B XXXXXXX E.L. DISEASE - POLICY LIMIT S XXXXXXX OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/E7(CIUSIONS ADDED BY ENDORSEMENTlSPECIAL PROVISION5 The certificate holder is included as Additional Insured where required by written contract or permit subject to the terms and conditions of the General Liability policy, but only to the extent bodily injury or property damage is caused in whole or in part by the acts or omissions of the insured. CFRTIFIC~TF H(11 IIFR CANCFI I ATIf1N SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION 30 ~ DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL DAYS WRITTEN - NOTICE 70 THE CERTIFICATE HOLOER NAMED TO THE LEFf, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATNES. ' AUTHORIZED REPRESENTATIVE ~~~.r--- ~ •~-~ ACORD 25-5 (7/97) ""^ ~ ACORD CORPORATION 1988 j ~ TERM SHEET , AGREEMENT BETWEEN EAGLE COUNTY AND ~ VAIL ROTARY CHILDREN'S HEALTH AND WELLNESS PROGRAM (Dental Services) ~E~~IiI~~ ,,.--- ~'~ MAY 212009 1) Re uested hearin date: o:~unu 2- 2009~ , - `~ ~- EAGLE COUN°fY AT`fORNEY 2) For Countv Manager signature: No 3) Reguesting department: Health & Human Services - Children & Families Services 4) Title: AGREEMENT BETWEEN EAGLE COUNTY AND VAIL ROTARY CHILDREN'S HEALTH AND WELLNESS PROGRAM (Dental Services) 5) Check one: Consent: X On the Record: 6) Staff submitting: Jennie Wa_hrer, Asst: Director Children & Family Services X2604 _.-- ----~" " ~ 7) Puruose: For the Rotary Club to act as the fiscal agent to provide payment to dental providers who provide dental services to 701ow-income, uninsured and under-insured children ages 2-5 with tooth decay and in need of restorative services. Early intervention will a11ow young children treatment before the oral disease further progresses, will alleviate pain and suffering, and will a11ow dental health professionals opportunities for direct counseling with children and families to prevent further dental problems. S) Schedule: For services provided beginning January l, 2009 and ending on December 31, 2009. 9) Financial considerations: The Maximum amount of reimbursement under this agreemenf is $41,000. This agreement is fully budgeted through BrightStart and has been approved through the BrightStart Council and Health & Safety Sub- committee. 10) Other• none ~ ~ ~ , ~ `` ~ i~ ,~' `~'-[ (,~ ~ p TC~ FORM !~ 3 ~~' ~' l J . ;,~' ~, ~~; r~~,~ i~ g~~ Eagle CounCy Attc~rney's Office ~' '~ By' ner~' Uffice ~ ~ Eagle Caunty Gomm~ssia `~~aE~~r~:€~~~t~ ~v Jer~r,i~; °~r'~~I~rer : =l i ~1t_~~