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HomeMy WebLinkAboutC12-380 Bacchus Network Agreement AGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO and THE BACCHUS NETWORK N II This Agreement ( "Agreement ") dated as of this j 1 day of — •••r0 , 2012,- is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ( "County "), and The BACCHUS Network, with a mailing address of PO Box 100430, Denver, CO 80250 ( "Contractor "). WHEREAS, the County desires to contract with a Contractor for the provision of the services outlined in Section 1.1 hereunder; and WHEREAS, Contractor has represented that it has the experience and knowledge in the subject matter necessary to carry out the services outlined in Section 1.1 hereunder; and WHEREAS, County wishes to hire Contractor to perform the tasks associated with 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. WHEREAS, the Contractor is being retained as a sub - contractor under a grant from the State of Colorado and to the Contractor shall comply with any and all grant requirements imposed by the State on Eagle County or its sub - contractors. Agreement 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. Services Provided: 1.1 The Contractor will provide the following Contracting services: (hereinafter called "Contracting Services ") provide ongoing technical assistance to Eagle County Public Health Tobacco Program Coordinators and Colorado Mountain College Campuses included in grant scope of work; provide copies of STEP By STEP Guide to Campus Tobacco Prevention and Tobacco Use and Attitudes Survey (TUAS); provide assistance with the implementation of TUAS; conduct one site visit per campus, as well as monthly conference calls to assist the group with policy advancement; provide one intensive campus tobacco policy development and strategic planning session for campus advisors, students, and county health department Tobacco Program Coordinators and other health department staff members as appropriate. The Contracting Services shall be performed within the time frames set forth in Exhibit A which is attached hereto and incorporated herein by reference. 12 The Contractor agrees that Contractor will not knowingly enter into any Contracting arrangements with third parties that will conflict in any manner with the Contracting Services. 011 -39) 1.3 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 set forth above and, subject to the provisions of Section 2.2 hereof, shall continue in full force and effect until the Contracting Services have been fully performed, or until the Agreement is otherwise terminated in accordance with Section 2.2 herein. 2.2 This Agreement may be terminated by either party for any other reason with 15 days written notice, with or without cause, and without penalty whatsoever therefore. 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 Contracting Services hereunder, Contractor acknowledges that Contractor is an independent contractor providing Contracting 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 will maintain general liability and automobile insurance each with limits not less than $1,000,000 and unemployment and workman's compensation insurance on his/her behalf, as required by Colorado law. 4. Remuneration: 4.1 For the Contracting Services provided hereunder, County shall pay to the Contractor as follows: Contractor shall submit monthly invoices reflecting the Contracting Services performed by the fifth working day of the following month. Total contract amount shall not exceed $9,900. All funds shall be expended by June 30, 2013. Contractor will not be entitled to bill at overtime and/or double time rates for work done outside of 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. Fees will be paid within thirty (30) days of receipt of a proper and accurate invoice from Contractor respecting Contracting Services. The invoice shall include a description of services performed. Upon request, Contractor shall provide County with such other supporting information as County may request. 4.2 County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. ` r 4.3 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 without the written approval in accordance with a budget adopted by the Board in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. 5. Ownership of Documents: All documents (including electronic files) which are obtained during or prepared, either partially or wholly, in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 6. Indemnification: 6.1 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. 7. Contractor's Professional Level of Care and Representations: 7.1 Contractor shall be responsible for the completeness and accuracy of the Contracting 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. Contractor shall perform the Contracting Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Contractors, with respect to similar services, in this area at this time. 7.2 Contractor acknowledges that it is being retained as a sub - contractor to Eagle County under a grant agreement from the state of Colorado. Contractor represents and warrants that it shall at all times during the term of this Agreement comply with the terms and conditions imposed by the State of Colorado under the grant agreement. 8. No Assignment: The parties to this Agreement recognize that the Contracting Services to be provided pursuant to this Agreement are professional in nature and that in entering into this Agreement County is relying upon the professional services and reputation of Contractor and its approved subcontractors. Therefore, neither Contractor nor its subcontractors may assign its interest in this Agreement or in its subcontract, including the assignment of any rights or delegation of any obligations provided therein, without the prior written consent of County, which consent County may withhold in its sole discretion. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 9. Notices: 9.1 Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, facsimile or U.S. Mail to the other party at the following addresses: (a) Jennifer Ludwig Eagle County Public Health Director 551 Broadway PO Box 660 Eagle, CO 81631 Telephone: 970 -328 -8819 Facsimile: 855 -848 -8829 with a copy to: Eagle County Attorneys Office 500 Broadway PO Box 850 Eagle, CO 81631 (b) Contractor Janet Cox, President/CEO The BACCHUS Network PO Box 100430 Denver, CO 80250 Telephone: 303 - 871 -0901 Facsimile: 303 -841 -0907 9.2 Notices shall be deemed given on the date of delivery; on the date the facsimile is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depository of the U.S. Postal Service. 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 in the • • 1 course of the Contractor rendering the Contracting 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 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. 112 This Agreement is personal to the Contractor and may not be assigned by Contractor. 11.3 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 thereof. 12. 12. Prohibition on Public Contracts 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 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 days of receiving the notice required pursuant to subparagraph (i) of the 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. / /REMAINDER OF PAGE INTENTIONALLY LEFT BLANK // IN W 1 SS WHEREOF, the parties hereto have executed this Agreement the day and year first above writte COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER cA C C By: i . i - � - »`it4r t i (MUi'1 M -` I�Ac.K c�crS � 4 The BACCHUS & UR*1 n PA.e. By: eu,A L AS Title: STATE OF COLORADO ) ) ss County of D ®hva4 ) fo egoing was ac owledged before me this R day of 00414084' , 20 a2 by nkle W►tt14 — Witness my hand and official seal. My commission expires: S (s 2 C 1(D� , . A . otary li _ . y �p t1OTAR Y % '• pUBUG Addendum A Agreement Between The BACCHUS Network and Eagle County Tobacco Use and Attitude Survey BACCHUS agrees to: • Provide the Tobacco Use and Attitude Survey questions for use on CMC campuses participating in the Eagle County Young Adult Tobacco Project • Provide 8 hours of consulting with Eagle County Tobacco Coordinator (TC) on survey questions, internal review board application (if needed) and distribution methods • Provide a total of 8 hours of consulting on survey results and how information can assist policy efforts for the TC and participating campuses Eagle County Health Department agrees to: • Work with campuses to distribute and collect surveys • Analyze survey data • Provide each campus with their survey results Site Visits BACCHUS agrees to: • Visit the four identified CMC campuses to meet and talk with staff, faculty and student leaders about the current tobacco policies and gather information about challenges for passing and implementing tobacco free policies, and identify champions on each campus to help move the policy forward • Write a descriptive report of the visit with recommendations for each campus Eagle County Health Department agrees to: • Accompany BACCHUS staff on the site visits Policy Training BACCHUS agrees to: • Provide staff member(s) to conduct one 8 -hour training on Tobacco Policy Strategic Planning on an agreed upon date to faculty, staff, students and other champions from participating campuses • Develop all handouts for training and provide handouts electronically to Eagle County TC one week in advance for copying Eagle County Health Department agrees to: • Identify and reserve a central location for training • Coordinate campus participation • Arrange and pay for all on -site logistical arrangements for food, room reservation, and parking if needed. Provide a meeting room with 1 adequate space for the participants and trainer. The room should have enough room to comfortably conduct interactive exercises • Provide an LCD projector, audio speakers and screen for presenting the video and audio portions of the training • Provide markers, and chart paper /dry erase board • Copy handouts for each participant Technical Assistance Calls BACCHUS agrees to: • Schedule monthly technical assistance conference calls with Eagle County TC and tobacco policy champions from each campus. Every effort will be made to arrange calls convenient to the schedule of the majority of the participants. Call will be recorded so that participants who miss a live call can listen to the calls afterwards. • Develop a schedule of topics for each monthly call and include time for general questions and technical assistance needed by each campus Eagle County Health Department agrees to • Participate in each call STEP By STEP Manuals BACCHUS agrees to: • Order the STEP By STEP Manuals, one for each campus and one for the Eagle County TC Eag e County Health Department agrees to: • Distribute manuals (or provide addresses of where to ship the manuals from the Materials Center) 2