HomeMy WebLinkAboutC10-244 Vail Valley Charitable Fund Dental Services AGREEMENT BETWEEN EAGLE COUNTY AND VAIL VALLEY CHARITABLE FUND (Dental Services) This Agreement ( "Agreement ") dated as of this j day of ,sa.AM ■sT, 2010, 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 Valley Chartable Fund, with a mailing address of P.O. Box 1275, 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, the use of outside providers enhances the ability of County to promote such health, safety and welfare; and WHEREAS, County wishes to hire Contractor to perform the 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 providing administrative services for dental services provided by local dental providers to Eagle County residents who are children ages 0 -18 and are low- income and uninsured or under - insured and are in need of preventative and restorative dental services. Contractor will also serve as the fiscal agent to provide payment to the dental providers who provide services upon referral from the Contractor 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, all terms and conditions of this Agreement shall control. To the extent the terms and conditions of C(0 244 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 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 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 shall commence 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 June 30, 2011. 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 Y g YP Y Y 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 quarterly. 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. 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 31st 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: CONTRACTOR: Eagle County Health & Human Services Vail Valley Charitable Fund Rachel Oys Karen Simon P.O. Box 660 P.O. Box 1275 Eagle, CO 81631 Avon, CO 81620 970- 328 -8840 970 - 926 -9795 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 Coverage Minimums • Workers' Compensation Statutory • Employers Liability, including $500,000 Occupational Disease • Comprehensive General Liability, including $600,000 per occurrence or as specified in Broad Form Property Damage the Colorado Governmental Immunity Act, whichever is greater • Professional Liability Insurance $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 shall 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. 10.2 The Contractor and County acknowledge that, during the term of this Agreement and 5 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 shall 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 g g P 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 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. 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.gov /xprevprot /programs /gc 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). (0 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 g q 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. (f) 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. 1/ SIGNATURE PAGE TO FOLLOW // 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its Board of County Commissioners ATTEST: By: Sara J. Fisher, Chairman Teak J. Simonton, lerk to the * 'w ' Board of County Commissioner- I Vail Valley Charitable Fund • By: x Karen Simon Title: - 7 `1 -.)2- STATE OF Co(0 { 0 ) ) SS. COUNTY OF C 0 cj I e, ) The foregoing instrument was acknowledged before me by kc r 'e Yt S I not, this 3 day of A vt c , 2010. My commission expires: 3 5._ 1 "6( Notary Public ELLEN MORITZ NOTARY PUBLIC STATE OF COLORADO # MY Commission F.xoires Mardi 3, 2011 tea.. K.x maw 9 EXHIBIT A SCOPE OF SERVICES, PAYMENT & FEE SCHEDULE Description of Services: Services under this agreement shall begin on July 1, 2010 and shall terminate on June 30, 2011 unless earlier terminated in accordance with the terms of this Agreement. Contractor will administer dental services provided by local dental providers to Eagle County residents ages 0- 18 years with preventative and restorative oral health needs that are low- income and uninsured or underinsured,. Contractor will be paid $25 per child for administrative services. Contractor will also serve as the fiscal agent to provide payment to the dental providers who have signed a Memorandum of Understanding (MOU) with Eagle County Smiles to provide oral health services to Eagle County residents. Rates will be based on Medicaid reimbursement rates. Early intervention will allow treatment to young children 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: Written Reports: Two program evaluation reports will be required. The first report will be due December 15, 2010 and the second report will be due June 15, Reports shall include. d-1\e 1. The number of children served ages 0 -9 and the cost per child, including a $25 administrative fee. 2. The number of children served ages 10 -18 and the cost per child, including a $25 administrative fee. 3. Summary of matching funds provided by other persons and/or organizations to support the program. 4. Amount of funds expended by Contractor to date. 5. A qualitative report of five children's stories related to this program. Payment and Fee Schedule: The total amount of this contract is not to exceed $72,000 paid as follows: Funding in the amount of $28,000 shall be used solely for children ages 0 -9 years and $44,000 shall be used solely for children ages 10 -18 years. The County shall pay the Contractor in four quarterly payments in the amount of $18,000. The first payment of $18,000 will be paid in July 2010 upon receipt of an invoice from the Contractor. The second payment in the amount of $18,000 will be paid in September, 2010 provided that funds from the first payment are at least eighty percent (80 %) expended. To receive the second payment, the Contractor shall submit an invoice with documentation verifying that funds have been expended. The third payment in the amount of $18,000 will be paid in January, 2011 provided that all previous funds are at least 80% expended. To receive the third, the Contractor will submit an invoice with documentation verifying that at least 80% of all funds received to date have been expended. The fourth payment in the amount of $18,000 will be paid in April, 2011. The Contractor shall expend all funds paid under this Agreement by June 15, 2011 and submit a written report with documentation verifying how funds were expended in accordance with the contract. Any funds unexpended as of June 15, 2011 shall be returned to the County in the form of a check made out to Eagle County Government unless the County agrees to an extension of this Agreement. 10 EXHIBIT B PROOF OF INSURANCE (Certificate of insurance to be inserted as Exhibit B) 11 • Poli Number: Date Entered: - ^ CY 60482 -23 -34 8/3/2010 ® A`� ° DATE (MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE A/3,2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Debbie Brill Brill Insurance Agency PHONE FAX I No. Extl: (970)845 (ac, No): (970) 845 -8460 150 E Beaver Creek Blvd A -203 • E -MAIL dbrill @farmersagent.com P.O. Box 1498 ADDRESS: PRODUCER CUSTOMER ID 0: Avon, CO 81620 INSURER(S) AFFORDING COVERAGE NAIC 0 INSURED INSURER A: Truck Insurance Exchange Vail Valley Charitable Fund INSURER B : Karen Simon INSURER C PO Box 2307 INSURER D Edwards, CO 81632 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER IMMIDD/YYYY) IMMIDD/YYYY) GENERAL LIABILITY EACH OCCURRENCE A COMMERCIAL GENERAL LIABILITY $ 2, 000, 000 D AM A GE TO RENTED X 60482 -23 -34 6/8/2010 6/8/2011 PREMISES (Ea ocwrrenee) $ CLAIMS -MADE I OCCUR MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE 4 000 , 000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 4 , 000 , 000 _ POLICY JF LOC - $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE HIRED AUTOS (Per accident) $ NON -OWNED AUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DEDUCTIBLE — $ RETENTION $ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY y/ N TORY LIMITS ER ANY PROPRIETOR/PARTNER /EXECUTIVE I I N A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION Eagle County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Brill t- © © 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD Producedusing Forms Boss Plus software. www. FormsBoss .comlmpressivePublishing 800-208 -1977