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HomeMy WebLinkAboutC11-070 Colorado West Regional Mental Health AGREEMENT BETWEEN EAGLE COUNTY AND COLORADO WEST REGIONAL MENTAL HEALTH, INC. This Agreement ( "Agreement ") dated as of this S day of , 201, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners with a mailing address of 500 Broadway, Post Office Box 660, Eagle CO 81631 ( "County "), and Colorado West Regional Mental Health, Inc. with a mailing address of P.O. Box 40, Glenwood Springs, CO. 81602 ( "Contractor "). RECITALS 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, the use of outside providers enhances the ability of the 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, Contractor has the knowledge and expertise to perform the services 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 or "Services ") incorporated herein by reference. Services are generally described as providing infant and toddler mental - health observations, facilitating collaboration between staff and parents, observing children or families for early identification of children's mental health needs, consultation with home visitors on issues related to child development and family mental health needs, and written reports submitted within 7 days of consultation services provided. 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 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 The term of this Agreement shall commence upon execution of the Agreement by both parties and shall end on December 31, 2011, unless earlier terminated in accordance with the terms of this Agreement. 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 immediately terminated, and all rights of Contractor and obligations of County are terminated, except payment of accrued but unpaid fees as set forth in Section 2.3 hereof. 2.3 In the event of any termination of this Agreement, Contractor shall be compensated for all incurred costs and hours of work then satisfactorily 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." The total compensation allowed under this Agreement shall not exceed $8,960. 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. 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 Contractor shall be responsible for the completeness and accuracy of the Services, including all supporting data and other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Contractor's Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to mediators, with respect to similar services in the area at this time. Further, 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) day's 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 4 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. 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 Colorado West Regional Mental Health, Inc. Sherri Almond Attn: Janis Norris P.O. Box 660 515 28 3 /4 Road, Bldg. A Eagle, CO 81631 Grand Junction, CO. 81501 970 - 328 -8852 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. 5 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 acknowledges that, during the term of this Agreement and in the course of the Contractor rendering the Contractor's Services, the Contractor may acquire knowledge of the business operations of the County not generally known deemed confidential. Contractor 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 she has acquired as the result of this Agreement in trust in a fiduciary capacity for the sole benefit of the County 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 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. 6 (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: 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). (f) 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. 7 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 County Manager By: 4111P. Montag, County Manat -r COLORADO WEST REGIONAL MENTAL HEALTH, INC. By: `. LA c Sharon Raggio Title: Chief Executive Director STATE OF 'Ld l f,'/lk do ) ) SS. COUNTY OF �Q ) T e foregoing was acknowledged before me by / / I i ,, this c 24 day of CA A • 9o/ My commission expires: g 2 ( / le) , ,,,; 1 p u - .. Notary Public P ip ME� � p NP ME � •Q• OF , 8 EXHIBIT A SCOPE OF SERVICES, PAYMENT & FEE SCHEDULE Contractor Qualifications: 1. Master's or Doctorate Degree in Psychology, Counseling, Social Work or related field 2. Assigned Contractor must possess one of the following credentials MSW, LCSW, LSW, or LPC. 3. Bilingual preferred: Spanish speaking with core knowledge in: Child development, infant and early childhood mental health, early childhood settings, and best /evidence based practices related to infant and early childhood mental health, child /family /early childhood service systems, and resources in Eagle County, CO. Description of Services: This contract is for services provided as set forth in the Agreement and ending on December 31, 2011. Contractor shall perform any of the following mental health consultation services and training to EHS staff and parents referred by EHS staff upon the request or direction of EHS and parents referred by EHS staff, with the following objectives: 1. Facilitate collaborative relationships between staff and parents to share concerns about children's mental health, to identify appropriate responses to children's behavior, and to help parents understand mental health issues and create supportive environments and relationships in their homes, in child care or at group socialization sites. 2. Perform individual observations of children or families at Group Socialization sites, home or classrooms for early identification of children's mental health needs, including coordination of services and planning for additional and complementary services. 3. Contractor will provide child specific and program- focused consultation including: Conducting classroom observations, modeling evidence -based interventions, leading didactic group meetings, meeting with caregivers/ families, and designing specific interventions for individual children with challenging behaviors (with parents' consent), leading parent education seminars, and facilitating referrals to outside agencies. 4. Reflective consultation with home visitors about general issues related to child development and family mental health needs. 5. Team consultation with the ECS mental health coordinator and management team. 6. Written report within 7 days of consultation or participation in services by staff, family or child. Report shall include the observations and Clinical assessment of the parent -child interaction's, staff -child interactions and social dynamics, and include any resulting plans with specific objectives and timeline for follow up. Payment and Fee Schedule: County will compensate Contractor for mental health consultation and training services at a rate of $80 per hour for a maximum of 112 hours. Contractor will submit an invoice monthly. Reimbursement is subject to timely receipt of written assessment, plan, and reports. The maximum amount of reimbursement under this Agreement is not to exceed $8,960. 9 EXHIBIT B PROOF OF INSURANCE (Certificate of insurance to be inserted as Exhibit B) 10 A O °® CERTIFICATE OF LIABILITY INSURANCE, I DATE (MM /DD/YYYY) 8/2011 10/18/2010 PRODUCER Lockton Companies, LLC Denver THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION 8110 E. Union Avenue ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Suite 700 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Denver CO 80237 (303) 414 - 6000 INSURERS AFFORDING COVERAGE NAIC # INSURED Colorado West Regional Mental Health, Inc. INSURER A: Lloyds of London 1321975 PO Box 40 INSURER B: The Hartford Casualty Ins. Co. Glenwood Springs, CO 81602 INSURER C: Praetorian Insurance Company 37257 INSURER D: I INSURER E: THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING COVERAGES COLWEO3 EB INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION LTR NSRC TYPE OF INSURANCE POLICY NUMBER DATE (MM /DD/YYYY) DATE (MM /DDNYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 — A X COMMERCIAL GENERAL LIABILITY W110F5100101 10/18/2010 10/18/2011 DAMAGE ( RENTED PREMISES {Ea occurrence) $ 50,000 A X ( CLAIMS MADE 0 OCCUR Retro Date GL 10/18/2009 MED EXP (Any one person) $ 5,000 X $5,000 Ded. PERSONAL & ADV INJURY $ Included GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ XXXXXXX POLICY n jECT n LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT — C X ANY AUTO PICC00001680 10/18/2010 10/18/2011 (Ea accident) $ 1,000,000 ALL OWNED AUTOS BODILY INJURY $ XX XXXXX _ SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY $ xxxx}__x X NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE — (Per accident) $ XXXXXXX GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ XXXXJ{QX ANY AUTO NOT APPLICABLE OTHER THAN EA ACC $ )Xxxxxx AUTO ONLY: AGG $ xxxxxxx EXCESS / UMBRELLA LIABILITY EACH OCCURRENCE $ XXXXXXX OCCUR CLAIMS MADE NOT APPLICABLE AGGREGATE $ XXXXXXX $ xxxxxxx DEDUCTIBLE FORM UMBRELLA $ XXXXXXX RETENTION $ $ XXXXXXX WORKERS COMPENSATION I WC STATU- OTH- AND EMPLOYERS' LIABILITY y / N NOT APPLICABLE TORY LIMITS I I ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ XXXXXXX OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ XXXXXXX If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ XXXXXXX OTHER A Prof. Liab. WI10F5100101 10/18/2010 10/18/2011 $1M per Incident Retro Date: 10/18/2007 $3M Aggregate Claims Made $0 Deductible DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT 1 SPECIAL PROVISIONS Property coverage - Insurer B. $17,762,955 Buildings; $3,451,524 BPP; $23,266,000 BIEE; $1,524,303 EDP; RC $1,000 Deductible. CERTIFICATE HOLDER CANCELLATION 10701752 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION 'For Information Only' DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAI 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTrED PRESENTATIVE t ,,/ �[/� / ACORD 25 (2009/01) t O 1988 -2009 ACORD COR ORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD For questions regarding this certificate, contact the number listed in the 'Producer' section above and specify the client code 'COLWE03'.