No preview available
HomeMy WebLinkAboutC09-199 Silver Street Consulting LLCAGREEMENT BETWEEN EAGLE COUNTY AND SILVER STREET CONSULTING, LLC (Early Childhood Assessment and Strategic Pla~nning) This Agreement ("Agreement") dated as of this day of , 2009, is between the County of Eagle, State of Colarada, a body corporate and politic, by and through its Board of County Commissioners ("County"), and Silver Street Consulting, LLC, with a mailing addre~s of 0023 Silver Street, Edwards, CO 81632 ("Contractor"). WHEREAS, the County, through its Department of Health and Hurnan Services ("HHS"), works to promote the health, safety and welfare of County residents of all ages; and WHEREAS, County provides various services to Eagle Cou.nty 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 Sectian l.l hereunder; and WHEREA5, 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 Cvunty in connection with the services, . AGREEMENT NOW THEREFORE, based upon the representations by Contractor set forth in the foregoing recitals, for good and valua.ble consideration, including the promises set forth herein, the parties agree to the foliowing: 1. Scope of Services: 1.1 The Contractor will provide the services more particularly set forth in the attached E~ibit "A" labeled Scope of Services (hereinafter Ca11ed "Contractor's Services") incorparated herein by refezence. The Contractor's Services are generally described as providing an early childhood community assessment and facilitating a strategic planning process with staff within the Eagle County Early Head Start Pragram. 1,2 Any revision, amendment or modification of this Agreement sha11 be valid anly if in writing and signed by a11 parties. Except as may be expressly altered by the amendment, all terms and conditions of this Agreement sha11 control. To the extent the terms and conditions of this Agreement may conflict with Exhibit "A" or any future e~ibits or amendments, the terms and conditions af this Agreement shail controL D9- ~ ~q 1.3 The Contractor agrees that Contractar will not knowingly enter inta any arrangement per se with third parties that will conflict in any manner with this Agreement. I.4 Contractor has given the County a proposal for performing the Services and represented that it has the expertise and personnel necessary to properly and rimely perfo~tn the Services. 2. Term of Agreement: 2.1 1'his Agreement shall commence on the agreement date first above written and, subject to the provisions of Section 2.2 hereof, sha11 continue in full force and effect for a period of ane (1) yeaz commencing with the effective date of this Agreement. This Agreement may be extended beyond the time referred to in this Section 2.1 by a Renewai 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 far bankruptcy or is declared bankrupt or dissolves, County may declaze in writing that this Agreement is termina.ted, and all rights of Contractor and obligations of County, except payxnent of accrued but unpaid fees set forth in Section 2.3 hereof, sha11 ternnina.te immediately. 2.3 In the event of any termination af this Agreement, Contractor shall be comperLSated for all incurred costs and hours of work then completed, plus approved expenses. 3. Independent Contractor: 3.1 With resp~ct 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 r~pr~sentaxive af 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 respoMSible for withholding and paying all federal and state taxes. T'he Caniractor and its employees are not entitled to unemployrnent insurance benefits wiless unemplayment compensation coverage is provided by an entity other than the County. The Cantractor her~by acknowXedges full and complete liability for and timely payrnent of a11 local, state and feder~ taaces imposed including, without limitation, tax on self-employment income, u.nemployment taa~es and income taxes. 2 4. Compensation: 4.1 For the Contractor's Services provided hereunder, C~unty sha11 pay to the Contractor a fee as set forth in the attached E~chibit "A." Contractor will not be entitled to bill at overtime and/or doubie time rates for work done outside normal business hours unless specifically authorized to do so by County. Fees for any add~tional 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 da.y 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 expiain the insui~iciency of the invoice. Fees will be paid within thirty (30) days af 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 S50 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 ~vould be improper because the services were not performed as prescribed by the pravisions of this Agr~ement, the County sha11 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 expira.tion of this Agreement, County reasonably determines that any payment theretofore paid by County to Contractor was irnproper because the services for which payment was made were no# performed as prescribed by the provisions Qf this Agreement, then upan written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment to County. Upan termination of this Agceement 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 dorie 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 th~ 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 sha11 indemnify County for, and hold and defend the County and its officiais, boards, o~cers, principals a.nd employees harniless from all costs, claims and expenses, including reasonable attomey'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 cla.ims by third parties against the County to the extent that the County is liable to such third pa~ty for such claim without regard to the involvement of the Cantractor. 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 sha11 provide appropriate supervision of its emplvyees to ensure the maintenance of these high standards of customer service and professionalism, the perform~nce of such obligation to be determined at the sole discretion of County. In the event that County fmds 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 natice 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, sha11 be returned to County. Contractor shail provide the County with progress reports upon Counly's request; or Contractor shall furnish progress reparts as more specifically set forth in the attached Exhibit "A". 6.3 Contractor shall maintain, for a minimum of 3 years, adequate financial a.nd programmatic records for reporting to ~ounty 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 evalua.ting performance under this Agreement. Contractor sha11 cooperate fully with authorized HHS representatives in the observation and evaluation af the program and records. Contractor sha11 have the right to dispute any claims of misuse of funds and seek an amicable resolution with County. 6.4 Contractor shall comply with a11 applicable federal, sta.te and local rules, regulations and laws governing services of the kind provided by Contractor under this Agreement. Contractor shall be salely responsible for ensuring proper licensing and credentialing of those providing serviees under this Agreement. 6.5 Contractor shall comply with the requirements of the Civil Rights Act of 196~4 and Section 504, Rehabilitation Act of 1973, conceming discrimination on the basis of race, color, sex, age, religion, politicai beliefs, national origin, or handicap. 4 7. Notice: Any notice required under this Agreement sha11 be given in writing by registered or certified mail; return receipt requested which shall be addressed as follows: COUNTY: Eagle Caunty Heaith & Human Services Jennie Wahrer P.O: Box 660 Eagle, CO 81631 970-328-2604 CONTRACT4R: 5ilver Street Consulting, LLC Jill Hunsaker, MPH 0023 Silver Street Edwards, CO 81632 303-908-4577 8. Insurance: 8.1 At all times during the term of this Agreement Contractor sha11 maintain in fuli force and effect the following insurance: Insurance Tvne Coverag:e Minimums • Professional Liability Insurance $500,000 per occunence 8.2 Contractor sha11 purchase and maintain such insurance as required above and shall provide certificates of insurance in a form accepta.ble ta County upon execution of this Agreement. 9, Non-A~signment 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 tlus Agreement. The Contractor shall be responsible for the acts and omissions of its agents, employees and sub- cantractors. The Con#ractor sha11 bind each subcontractor to the terms of this Agreement. The County may terminate this Agreement, if the Contractor assigns or subcontracts this Agreem~nt 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 shall be interpreted in accardance with the laws of the State of Golorado and the parties hereby agree to submit to the jurisdiction o~the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. 10.2 The Contractor and County a~lrnowledge that, during the tetm of this A~eement and in the cotuse of the Contractor rendering the Contractor's Services, the Contractor and County may acquire knowiedge of the business operations of the other party not generally known dcemed confidential. The parties shall not disclase, use, publish or atherwise reveal, ei~dier directly or through another, to any person, firm pr corparation, any such confidential knowledge or infomiatian and shall ~etain all laiowledge and information which he has acquir~d as the result of this Agreemeirt in tiust in a fiduciary capacity far the sole benefit of the other pariy during the term of this Agreement, and for a 5 periad of five (5) years following tennination of this Agreement. Any such information must be marked as confidential. T'he parties recognize that the County is subject to the Colorado Open Records Act and nothing herein sha11 preclude a release of information that is subject to the same. 11. Misce11a4eous: 11.1 T'his Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes a11 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 azising out of any term, covenant, or condition herein or the breach hereof. 11.3 Invalidity or unenforceability of any pravisian of this Agreement shall not affecY the other provisions hereof, and this A~reement sha11 be construed as if such invalid or unenforceable provision was omitted. 12. Prohibitions on Public Contrsct for Servicea: 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 ar contract wrth an illegal alien who will perform under this Contract and that Contractor vv~ll participate in the E-verify Program or other Department of Labar and Employment pmgtam ("Department Program") in order to confirm the eligibility of all empioyees who are newly hired for employment to perform wark under this Contract. (a) Cantractor shall not: (i) Knowingly employ or contract with an illegal alien to perform wark under this contra.ct 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 a11 employees who are newly hired for employment to perform work under this Contract through participation in the E-verify Program or Department Program, as admirustered by the United 5tates Department of Homeland Security. Information on applying for the E-verify program can be found at: http:/lw-ww.dhs.~ov/xprevprot/pro r~gc 118522167815U.shtm (c) 'The Contractor sha11 not use either the E-verify program or other Department Program procedurss to undertake pre-employment screening of job applicants while the public contract for services is being performed. 6 (d} If the Contractor obtains actual knowledge that a subcontractor performing wark under the public contract for services knowingly employs or contracts with an illegal alien, the Cantractor 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 tc> subpar~graph (i) of paragraph (d) the subcantractor does not stop employing or ~ontracting vv~th the illegal alien; except that the Contractor sha11 not terminate the contract with the subcontxactor if during such three days the subcontractor provides infvrmation 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 Depa.rtment of Labor ar~d Employment made in the course , of an investigation that the department is undertaking pursuant to xts authority establish~d in C.R.S. § 8-i7.5-102(5). ( fl If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is sa terminated specificall~ for a breach of this provision of this Contract, the Contractor shall be hable for actual and consequential damages to the County as required by law. (g) The County will notify the office of the Colorado Secretary of 5tate if Contractor violates this provision of this Contract and the County ternuna.tes the Contract for such breach. 13. Sole Source Government Contracts: If the Contractor has entered into a sale source government contract or coniracts with the State of Colorado or any of its palitical subdivisions as de~ned 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 $1 U0,000, 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 Contractpr's officers, directors and trustees (collectively, the "Contract Holder") sha11 contractually agree, for the duratian of the contract and for two years thereafter, to cease making, causing to be made, or inducing by any means, a contribution, directly ar indirectly, on behalf of the Contractor Hoider or on behalf of his or her 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 o~ an 7 election on a ballot issue, the Contract Holder shall not be qualified to enter into a sole source govemment contract relating to that particular ballot issue. (c) '~'he parties agree that if a Contract Hold~r 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 govemment contract, or public employment with the state or any of its political subdivisions, for thr~e years. (d) T'he Contract Holder agrees to comply with the summary and notice provisions of Section 16 of Article XXVIII af the Colorado Constitution. (e) These provisions shall not apply to the extent they have been enjoined or invalida.ted by a court of campetent jurisdiction. ( fl All terms used in this Section and not otherwise defined in this Agreement sha11 have the same meaning as set forth in Article XXVIII of the Colorado Constitution. ll SIGNATURE PAGE TO FOLLOW // 8 FOR C4tJNTY MANAGER T(~ SIGN IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and yeaz first above written. ~OUNTY UF EAGLE, STAT~ OF COLORAllO By and through its County Manager ~ By: . K ' , l~iontag, County Mana.ger Silver 5treet Consulting, LLC By: .~~~.. Jill er 4 EXHIBIT A SCOPE OF SERVICES. PAYMENT & FEE SCHEDULE Description of Services: This contract is for services provided beginning July 7, 2009 and ending on December 31, 2009. The Contractor will conduct a community assessment of the early childhood status and systems in Eagle County. The assessment will include an update of quantitative data from the Report on Early Childhood in Eagle County prepared July 2006, a review of new quantitative data based on the National Early Childhood Community Assessment Matrix, and additional quantitative data that is identified or provided by Eagle County's Early Head Start Program. The assessment shall also include qualitative data gathered from local stakeholders such as community based organizations, parents, home visitors, and child care providers. The assessment shall be organized into a standard framework that was developed by Early Childhood Colorado, and includes the following areas: Early Care and Learning; Family Support and Parent Education; Social, Emotional and Mental Health; Health; and Early Intervention. The Assessment will cover the age range of prenatal through 8 years. However, an additional section will exclusively focus on the Early Head Start age group of Prenatal - age three. The end product will be a document that includes an executive summary, assessment of the five areas listed above, an Early Head Start section, and appendices with quantitative data and sources. Contractor shall provide an initial outline and document drafts to the county for review. Contractor will use the assessment information to facilitate a strategic planning process with staff from the Eagle County Early Head Start Program. The purpose of the session will be to determine top priorities and associated goals or outcomes for the next three years. A report will be developed as an end-product of the session. Contractor will meet weekly with Early Head Start staff inembers and more frequently if necessary. Early Head start shall help with quantitative data collection and the coordination of groups for qualitative data gathering. Pavment and Fee Schedule: Contractor shall be compensated by County at a rate of $70 per hour for up to 71 hours to perform the following services (hours per section are an estimate): 1. Review of background information: 3 hours 2. Quantitative data gathering: 11 hours (two age groups: prenatal - age 3; prenatal - age 8) 10 3. Qualitative data gathering: 8 hours (community meetings, focus groups, stakeholder interviews) 4. Staff ineetings: 8 hours 5. Writing Prenatal through age 8 assessment: 14 hours 6. Writing Early Head Start section: 10 hours 7. Writing Executive Summary: 3 hours 8. Compiling/editing report: 4 hours 9. Prepare/Conduct strategic planning: 6 hours 10. Writing strategic planning report: 4 hours The maximum amount of reimbursement under this contract shall not exceed $4,970. 11 EXHIBIT B PROOF OF INSURANCE (Ce-fFiicafe of insurance to be lnserted os Exhibit B) 12 ,f ,~-r.,.,: CERTIFICATE OF INSURANCE H I SCOX Effective with UNDERWRITERS AT LLOYD'S, LONDON by Hiscox Inc. 357 Main Street Armonk, NY 10504 Please note that, except to such extent as may be provided otherwise, this Insurance is limited to those claims that are first made against the Insured and reported to underwriters during the Policy Period. Please see the insuring agreements and also please review this Insurance carefully and discuss the coverage provided by this Insurance with your insurance agent, broker, or representative. In accordance with the authorization granted to Hiscox Inc. under Contract No. B1234S2USE009 by certain Underwriters at Lloyd's, London, whose names and the proportions underwritten by them can be ascertained by reference to the said Contract, which bears the Seal of Lloyd's Policy Signing Office and is on file at the office of the said Agency and in consideration of the premium specified herein, the said Underwriters do hereby bind themselves, each for his own part and not one for another, their heirs, executors and administrators, to insure as follows in accordance with the terms and conditions contained or endorsed hereon. Broker No.: US 0000803 Risk Placement Services (Arizona) Certificate No.: MPL1107825.09 8700 E Northsight Blvd Ste 100 Scottsdale, Arizona 85260-3671 Renewal of: New Declaration Professional Liability Errors & Omissions Insurance (Claims made basis) Named insured: I Jill Hunsaker 2. Address: 3. Named Insured's Profession 4.A. Limit of Liability: 4. B. 5. Deductible: 6. Notice of Claim to: 23 Silver Edwards, Colorado 81632-7707 I Refer to Endorsement (1) E2 I $ 500,000 Each Claim, including Damages, Claim Expenses and Supplementary Payments $ 500,000 in the aggregate for all Claims, including Damages, Claim Expenses and Supplementary Payments $ 1,500 Each Claim, including Damages and Claim Expenses, but not Warden Grier PC; 420 Nichols Road, Suite 200, Kansas City, MO 64112; Email: hiscoxclaims~a hiscox.com; Phone: 1-877-479-2524 7. Policy period: Inception date: 06/16/2009 Expiration date: 06/16/2010 Inception date shown shall be at 12:01 A.M. (Standard Time) to Expiration date shown above at 12:01 AM. (Standard Time) at the address of the Named Insured. 8. Retroactive Date: 06/16/2009 9. Date of Application: 06/11/2009 10. Premium: $ 1,143.00 Processed Date: 06/16/2009 10.A Additional Charges $ 50.00 - Administrative Fee 11. Attachments: (1) E2.1, (2) E42.1, (3) E44.1, (4) E65.1, (5) E107.1, (6) E240.4, (7) E9990.1 12.A. Extension Period: 12 Months 12.B. Extension Percentage: 75.00 % The Certificate terms and conditions contained herein or endorsed hereon and such other provisions, agreements or conditions as may be endorsed hereon or added hereto are hereby incorporated in this Certificate. No representative of the Underwriters shall have power to waive or be deemed to have waived any provision or condition of this Certificate unless such waiver, if any, shall be written upon or attached hereto; nor shall any privilege or permission affecting the insurance under this Certificate exist or be claimed by the Insured(s) unless so written or attached. IN WITNESS WHEREOF this Certificate has been signed at Armonk, NewYork This contract is delivered as surplus line insurance under the Nonadmitted Insurance Act. ~-~, ~.._~,,.,. ?~. •4 The insurer issuing this contract is not admitted in Colorado but is an approved \~~.,, ~ nonadmitted insurer. There is no protection under the provisions of the Colorado "J~ ,,"'~:~~ Insurance Guaranty Association Act.'~ ._.. ....w _ _.~ Hiscox Ina DECE&003/06