HomeMy WebLinkAboutC12-172 Eagle County School District AGREEMENT BETWEEN EAGLE COUNTY AND EAGLE COUNTY SCHOOL DISTRICT (Project Management for System of Care Expansion Planning Grant) This Agreement ( "Agreement ") dated as of this /- day of / , 2012, is between the County of Eagle, State of Colorado, a body corporate and politicyby and through its Board of County Commissioners ( "County "), and Eagle County School District with a mailing address of Post Office Box 4212, Eagle, CO 81631 ( "Contractor "). WHEREAS, the County, through its Department of Health and Human Services ( "HHS "), works to promote the health, safety and welfare of County residents of all ages; and WHEREAS, County provides various services to Eagle County residents in order to promote health, safety and welfare; and WHEREAS, to enhance the ability of the County to provide these services, County is in need of an organization to provide the services outlined in Section 1.1 hereunder; and WHEREAS, Contractor is a provider of such services and County wishes to contract with County to provide such services to County residents in need thereof; 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 project management for and implementation of the System of Care Expansion Planning Grant awarded to Eagle County to provide mental health services to children in Eagle County. 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 on February 23, 2012 and shall continue until September 30, 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 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 the 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 not to exceed forty thousand dollars ($40,000) as set forth in the attached Exhibit "A" and as set forth in the budget portion of its grant application to the state of Colorado 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. 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 delivered to the following address to ensure proper payment. Eagle County Health & Human Services Attn: Rita Woods 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 1 with all applicable and local federal state an ocal rules regulations and laws governing services of the kind provided by Contractor under this Agreement, including, without limitation, laws applicable to discrimination and unfair employment practices and reporting under the accountability and transparency act of 2006. 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 Eagle County School District Sherri Almond Phil Onofrio P.O. Box 660 P.O. Box 4212 Eagle, CO 81631 Eagle, CO 81601 970 - 328 -8852 970 - 328 -3958 8. Insurance: 8.1 At all times during the term of this Agreement Contractor shall maintain in full force and effect the following insurance either through a self - insurance program or otherwise: 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. Alternatively Contactor may supply such insurance through appropriate self - insurance. Contractor shall ensure that any sub - contractor shall maintain such insurance during the performance of its services. All policies must contain an endorsement affording an unqualified thirty (30) days' notice of cancellation to County in the event of cancellation of coverage. 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 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 or deemed confidential. The 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 it 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 Contractor recognizes that the County is subject to the Colorado Open Records Act and nothing herein shall preclude a release of information by the County 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. (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. 1/ SIGNATURE PAGE TO FOLLOW // 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, TATE OF COLORADO ATTEST: t ,? '1) 3% • 1°- s Teak Simonton i(( 1/1ee-- c'47 tki Clerk to the Board CONTRACTOR: MELISSA GERARD By ft0,-3 NOTARY PUBLIC STATE OF COLORADO Philip Onofrio My Commission Expires 04/21/2016 Chief Financial Officer, Eagle County School District STATE OF CO I o MAO ) ) SS. COUNTY OF ko,_ l ) The foregoing was acknowledged before me by Phi (� --Pr ( 7, this a 1 7 th day of I\p 1 I ,201 , Y My commission expires: o4 JAI lao cc ilito .1 Notary Public EXHIBIT A SCOPE OF SERVICES, PAYMENT & FEE SCHEDULE Scope of Services: The work for the Agreement shall commence on February 23, 2012 and shall terminate on September 30, 2012, unless otherwise terminated in accordance with the terms of this Agreement. Contractor services will be provided by its subcontractor Robin Smart, MPA to develop a system of care to provide mental, emotional, and behavioral health services to children in Eagle, including but not limited to the following: A) PLANNING AND COLLABORATION • Provide and facilitate strategic planning for the Single Point of Entry /Collaborative Management Program (SPE /CMP) for the Interagency Oversight Group (IOG), individual and group discussions to develop project goals. • Collaborate with the project design team to develop and implement a system of care. • Recruit 3 -4 family and youth partners to engage in strategic planning initiatives and to aid in developing effective plans for engaging more families in need of services, and to help identify the best type and level of services provided through the system of care. B) PROGRAM IMPLEMENTATION • Design and implement a referral process for partner agencies and individuals to refer youth in need of case management, mental health and other support services to the SPE /CMP, including written work processes, policies and procedures. • Provide training and technical assistance to implement the referral process in each partner's agency and train staff that will be making and taking referrals from the SOE /CMP system of care. C) COMMUNICATION AND SERVICE COORDINATION • Attend and participate in system of care grantee meetings and trainings as required by the State and requested by the County. • Meet regularly with County project liaison to discuss grant activities and project progress. D) RECORD KEEPING AND REPORTING • Collect information and data on planning activities undertaken and meetings held, youth and family engagement in the planning process, type and number of services provided, and other data required by the grantor, for program planning and grant reporting purposes. • Prepare and submit quarterly reports to the Division of Behavioral Health as required by the System of Care Expansion Planning Grant. E) GRANT MONITORING AND EVALUATION • Regularly monitor and evaluate progress in meeting grant and project goals. • Continuously evaluate goals, progress and achievements to aid in preparation of a final report to be submitted to the State after completion of the grant period on September 30, 2012. Payment and Fee Schedule: Contractor shall be compensated for performance of assigned services as follows: 1. County agrees to pay to Contractor $40,000 for services provided under this Agreement from February 23, 2012 through, September 30, 2012. 2. For reimbursement Contractor must submit invoices quarterly to the County for costs incurred in accordance with the requirements of Section 4 of the Agreement. The County shall not be billed for and reimbursement shall not be made for, time involved in activities outside of those defined in Section 1 of the Agreement and this Exhibit A. The maximum amount of compensation under this Agreement shall not exceed $40,000.