HomeMy WebLinkAboutC11-394 Colorado West Regional Mental Health AGREEMENT BETWEEN EAGLE COUNTY
AND
COLORADO WEST REGIONAL MENTAL HEALTH, INC.
This Agreement ( "Agreement ") dated as of this � day of 9_ j It ) , 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 850,
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, 2012, 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.
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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 and clients served as
outlined by the EHS Mental Health Coordinator. 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 sent to the following address to ensure proper payment.
Eagle County Health & Human Services
Attn. Early Head Start
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.
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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).
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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 like contractors, 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
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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.
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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.
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(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.
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:
'eith P. Montag, County Mana_
COLORADO WEST REGIONAL MENTAL HEALTH, INC.
By: _ `.
Sharon Raggio
Title: Chief Executive Director
STATE OF ( )
� ) SS.
COUNTY OF )
The foregoing was acknowledged before me by SCCy{O" , this O�"h day of
1_c$._vs__ ,201L.
My commission expires: -02
4 otary Public f
....
P � e ��C'
MELISSA JO
MEDINA
N• Q
OF
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EXHIBIT A
SCOPE OF SERVICES, PAYMENT & FEE SCHEDULE
Contractor Qualifications:
Contractor's staff performing services under this agreement must meet the following criteria:
1. Master's or Doctorate Degree in Psychology, Counseling, Social Work or related field
2. 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, 2012. 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 $8,960.
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EXHIBIT B
PROOF OF INSURANCE
(Certificate of insurance to be inserted as Exhibit B)
10
A` °R°` CERTIFICATE OF LIABILITY INSURANC 10,1$/2012 DATE (MM/ 2 011 Y)
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 pollcy(ies) must be endorsed. If SUBROGATION IS WANED, 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 Lockton Companies, LLC Denver CONTACT
NAAM"E `T
8110 E. Union Avenue PHONE
(A/C, No, Extk I INC. No):
Suite 700 E-MAIL
Denver 80237 ADDRESS:
(303) 414-6000 INSURERIS) AFFORDING COVERAGE NAIC 5
INSURER A : Lloyds of London
INSURED Colorado West Regional Mental Health, Inc. INSURER B: The Travelers Indemnity Company 25658
1321975 PO Box 40 INSURER C: Travelers Propony Casualty Co of America 25674
Glenwood Springs, CO 81602
INSURER D : •
INSURER E :
INSURER F :
COVERAGES COLWE03 EB CERTIFICATE NUMBER: 10701752 REVISION NUMBER: XVOCX X
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.
NSR INS ADDL SUBR PpOpLUICY EFF POLICY EXP LIMITS
LTR TYPE OF INSURANCE IN WVD POLICY NUMBER IMM /DD/YYYYI IMM/DD1YYYY1
A GENERAL.UABILITY N N W110F5100201 10/18/2011 10/18/2012 EACH OCCURRENCE $ 1,000,000
A - ., - . . Retro Date GL10 /18/2009 DAMA NT Erante} $ 50,000
A. COMMERCIAL GENERAL LIABNTY
X I CLAIMS -MADE I I OCCUR - MED EXP (My one person) $ 5,000
_ PERSONAL & ADV INJURY $ Included
_ GENERAL AGGREGATE $ 6,000.000 -
GEN'LAGGREGATE LIMIT ArPP�LIESPER PRODUCTS - COMP/OP AGG $ XXOOcXX
POLICY I I JEC O T I ILOC - COED SINGLE LIMIT $
B AUTOMOBILE LIABILITY N N - BA 7A398706 IND - 1I 10/I8/2011 10/18/2012 (Es M acd BIN dent) $ 1.000.000
X ANYALJTO BODILY INJURY (Per person) $ XV0
AUTOS ED — _ AUTOSULED BODILY INJURY (Per accident) $ ,00CXXXX
NO NOWNED PROPERTY DAMAGE $ XXX3XXX
X HIRED AUTOS X AUTOS (Peracadenj)
$ XXX3
UMBRELLA LIAR OCCUR EACH OCCURRENCE $ XXXXXXX
—
EXCESS LJAB CLAIMS -MADE NOT APPLICABLE AGGREGATE $ VOODOO(
DED I I RETENTION $ $
WORKERS COMPENSATION ITDRY UM S I I
AND EMPLOYERS' LIABILITY Y! N NOT APPLICABLE �vV
ANY PROPRIETOR)PPRTIERIEXECWIVE I NIA El EACH ACCIDENT $ XXXX3
OFFICEt/MEMBER EXCLUDED?
(Mandatoryin NH) E.L. DISEASE -EA EMPLOYEE $ XXXXXXX
H yes, deeuribe under
DESCRIPTION OF OPERATIONS below El, DISEASE -POLICY LIMIT $ XXXAVOCX
A Prof Liab. N N WI10F5100201 10/18/2011 10/18/2012 SIM per Incident
Retro Date: 10/18/2007 $3M A to
Claims Made SO Deductible
DESCRIPTION OF OPERATIONS ! LOCATIONS !VEHICLES /(Attach ACORD 107, Additional Remarks Schedule, if more space is required)
Property coverage - Insurer C. $17,762,955 Buildings; $3,451,524 BPP; $23,266,000 BIEE; $1,524,303 EDP; RC $2,500 Deductible.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
10701752 AUTHORIZED REPRESENTATIVE
'For Information Only'
it'ade, it - : . ra
ACORD 25 (2010/05) 0198: 010 ACORD CORPO `♦, TION. All rights reserved
The ACORD name and logo are registered marks of ACORD
