HomeMy WebLinkAboutC12-410 Eagle County School District Agreement AGREEMENT BETWEEN EAGLE COUNTY
AND
EAGLE COUNTY SCHOOL DISTRICT
(Project Management for Eagle County System of Care for Youth, Division of Criminal Justice Grant)
This Agreement ( "Agreement ") dated as of this ( k day ofW R AV, 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 Eagle County School District with a mailing
address of Post Office Box 4212, Eagle, CO 81631 ( "Contractor" or "Sub- grantee ").
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
Contractor 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" of "Services ")
incorporated herein by reference. The Contractor's Services are generally described as providing
project management for and implementation of the Eagle County System of Care for Youth
Grant awarded to Eagle County to provide case management services and mental health services
for youth involved in the Eagle County System of Care.
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 October 1, 2012 and shall
continue until September 30, 2013, 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 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 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, and subject to funding by the
State of Colorado pursuant to the Division of Criminal Justice Grant Agreement, County shall
pay to the Contractor a fee not to exceed forty thousand four hundred dollars ($40,400) as set
forth in the attached Exhibit "A" and as set forth in the budget portion of its grant application to
the Department of Public Safety, Division of Criminal Justice. 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 quarterly progress reports highlighted objectives completed and objective
progress and upcoming goals.
6.3 Contractor shall maintain, for a minimum of 7years, adequate financial and
programmatic records for reporting to County on performance of its responsibilities hereunder.
Contractor shall be subject to financial audit by federal, state or county auditors or their
designees. Contractor authorizes County to perform audits or to make inspections during normal
business hours, upon 48 hours notice to Contractor, for the purpose of evaluating performance
under this Agreement. Contractor shall cooperate fully with authorized HHS representatives in
the observation and evaluation of the program and records. Contractor shall have the right to
dispute any claims of misuse of funds and seek an amicable resolution with County.
6.4 Contractor shall comply with all applicable federal, state and local rules,
regulations and laws governing services of the kind provided by Contractor under this
Agreement, including, without limitation, laws applicable to discrimination and unfair
employment practices and reporting under the accountability and transparency act of 2006.
Notwithstanding anything to the contrary herein, Contractor shall comply with the terms and
conditions of the grant from the State of Colorado, Department of Public Safety, and Division of
Criminal Justice ( "Grant Agreement "). Contractor acknowledges that it has been provided the
Grant Agreement and is familiar with the terms hereof. Contractor shall be solely responsible for
ensuring proper licensing and credentialing of those providing services under this Agreement.
4
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.
6.6 Within 10 days after being served with any pleading in a legal action filed with a
court or administrative agency, related to this Agreement or which may affect Contractor's
ability to perform its obligations hereunder, Contractor shall notify the County of such action and
deliver copies of such pleadings to the County's principal representative as identified herein. If
the County's principal representative is not then serving, such notice and copies shall be
delivered to the County Manager.
6.7 Copies of any contracts entered into by Contractor to perform its obligations
hereunder shall be submitted to County. Any and all contracts entered into by Contractor shall
comply with all applicable federal and state laws and such contracts shall be governed by the
laws of the State of Colorado.
6.8 Contactor will comply with the provisions of section 10 of the Grant Agreement if
it becomes privy to confidential information in connection with its performance hereunder.
Confidential information, includes, but is not necessarily limited to, state records, personnel
records, and information concerning individuals.
6.8.1 Contractor shall keep all state records and information confidential at all
times and to comply with all laws and regulations concerning confidentiality of information. Any
request or demand by a third party for state records and information in the possession of
Contractor shall be immediately forwarded to County's principal representative who shall
communicate with the State of Colorado under the terms of the Grant Agreement.
6.8.2 Confidential information of any kind shall not be distributed or sold to any
third party or used by Contractor its agents, in any way, except as authorized by the Grant
Agreement. Contractor shall provide and maintain a secure environment that ensures
confidentiality of all state records and confidential information shall not be retained in any files
except as permitted by the Grant Agreement or approved in writing by the State of Colorado.
5
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
Toni Rozanski 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:
If Contractor is a public entity within the meaning of the Colorado Governmental Immunity Act
( "GIA "), then Contractor shall maintain at all times during the term of this Agreement such
liability insurance, by commercial policy or self- insurance, as is necessary to meet its liabilities
under the GIA. Contractor shall show proof of such insurance if requested, to County or the
State of Colorado.
If Contractor is not a public entity then Contractor or its sub - contractors or sub - grantees shall
maintain the insurance required by paragraph 13 (A) (ii) and (B) (i) through (vii) of the Grant
Agreement.
Contractor or its sub - contractors or sub - grantees shall provide certificates of insurance as set
forth in paragraph 13 (C).
•
8.2 . 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. Contractor assures that open, competitive procurement procedures will be followed
for all purchases under the grant. All contracts for professional services, of any amount and
equipment purchases over $5,000 (per item, with a useful life of at least one year) must receive
prior approval by the Division of Criminal Justice. Grantee shall submit Exhibit K- Sample
Professional Services/ Consultant Prior Approval form and/or Exhibit L- Sample Equipment Prior
Approval and Retention Form. The Contractor shall bind each subcontractor to the terms of this
Agreement. The County may terminate this Agreement, if the Contractor assigns or subcontracts
6
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 known 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. Additional Grant Requirements
11.1 Reporting- Notification
A. Performance, Progress, Personnel and Funds: The Contractor assures that it
shall maintain data and information to provide accurate quarterly program and
financial reports to the County and Division of Criminal Justice. Said reports shall
be provided in such form, at such times, and containing such data and information
as the Division of Criminal Justice reasonably requires to administer the program.
B. Quarterly Programmatic (Narrative) Reports: Contractor shall submit to the
Grantee quarterly reports as provided in Exhibit F- Sample Quarterly Narrative
Report (JAG Universal) to the Grant Agreement. Reports are required to the State
for each quarter prior to 15 days after the quarter ends
C. Final Programmatic (Narrative) Report: Contractor shall submit and Exhibit I-
Sample Final Narrative (JAG Universal) Report to the Grant Agreement to the
County for submission to the State upon expiration or sooner termination of the
Grant concerning details of accomplishments and highlights, self - evaluation and
review of performance based on Exhibit B2 -JAG Goals and Objectives and the
final status of County and Sub - grantee's obligations. Reports are due to the State
within 45 days of the end of the Grant.
D. Quarterly Financial Reports: Contractor shall submit quarterly financial reports
as provided in Exhibit G- Sample Quarterly Financial Report to the Grant
Agreement. Reports are required to the State for each quarter prior to 15 days
after the quarter ends.
7
E. Final Financial Reports: Contractor shall submit a report to the County upon
expiration or sooner termination of the Grant containing final financial
expenditures that accurately match your accounting records. Reports are required
to the State within 45 days of the end of the Grant.
11.2 Financial and Administrative Management
The Contractor assures that fund accounting, auditing, monitoring, and evaluation
procedures and such records as necessary will be maintained to assure adequate
internal fiscal controls, proper financial management, efficient disbursement of
funds received, and maintenance of required source documentation for all costs
incurred. These principles must be applied for all costs incurred whether charged
on a direct or indirect basis. All expenditures must be supported by appropriate
source documentation. Only actual, approved, allowable expenditures will be
permitted. The Contractor assures that it will comply with the provisions of the
current applicable Administrative Guide and Instructions for Federal Office of
Justice Program Grants from the Division of Criminal Justice which is hereby
incorporated by reference. However, such a guide cannot cover every foreseeable
contingency, and the Contractor is ultimately responsible for compliance with
applicable state and federal laws, rules and regulations.
11.3 Procurement and Contracts
Contractor assures that open, competitive procurement procedures will be followed for all
purchases under this Agreement. All contracts for professional services, of any amount, and
equipment purchases over five thousand dollars (per item, with a useful life of at least one year)
must receive prior approval by the Division of Criminal Justice. Contractor shall submit Exhibit
K- Sample Professional Services/ Consultant Prior Approval Form and /or Exhibit L- Sample
Equipment Prior Approval and Retention Form. Contractor may not assign its rights or duties
under this Agreement without the prior written consent of the Division of Criminal Justice.12.
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
8
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 11.8.5221678150.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 request by reasonable re uest b 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.
9
(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.
11 SIGNATURE PAGE TO FOLLOW //
10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
COUNTY OF EAGL ATE,' OLORADO
ATTEST: /
_ - o �, �tF
f c
. s . ,P6 -r F. Runyon, Chairman
..C,Ve,41-4
i *
Teak Simonton c P0-
Clerk to the Board
i'54-14. 4 � v , vim
CONTRACTOR:
By: Q
//
Philip Onofrio
Chief Financial Officer, Eagle County School District
STATE OF CObOVadQ )
) SS.
COUNTY OF Cal iP_, )
The foregoing was acknowledged before me byl2hL-LIDLOCEL this 3124 day of
Oc rmbe r , 2012,.
My commission expires: kr' I Zt, 2- I t .
` Uftiq lucid
MELISSA GERARD
NOTARY PUBLIC Notary Public
STATE OF COLORADO
NOTARY ID #20004012015
My Commission Expires April 21, 2016
11
EXHIBIT A
SCOPE OF SERVICES, PAYMENT & FEE SCHEDULE
Scope of Services: The work for the Agreement shall commence on October 1, 2012 and shall
terminate on September 30, 2013, unless otherwise terminated in accordance with the terms of
this Agreement. Contractor services will be provided by its subcontractor Robin Smart, MPH, to
provide project management for and implementation of the Eagle County System of Care for
Youth Grant awarded to Eagle County to provide case management services and mental health
services for youth involved in the Eagle County System of Care.
A) PROGRAM IMPLEMENTATION
• Goal 1: To improve outcomes for youth through effective and efficient use of resources
to bridge gaps within the criminal and juvenile system by aligning youth- serving
agencies, and leveraging services and resources.
- Identify promising and evidenced based practices to be adopted by youth serving
agencies and service providers partnering in the System of Care for Youth
- Increase community awareness about the needs of youth, knowledge of available
services and gaps in services through strategic communication /education of MEB
issues and strategic marketing of project services. Complete baseline and follow -
up survey of community awareness of youth needs.
- Train project staff and partners on the uniform system for information sharing
and case management.
• Goal 2: To prevent and reduce crime and delinquency through the use of collaborative
evidenced —based and promising practices.
- Hire and train a second case manager.
- Utilize evidence -based early warning indicator systems and quick screens with
partnering agencies to increase early identification and referrals of at -risk youth.
- Provide integrated collaborative direct services though CMP single point of entry
project to 50 youth and their families.
B) 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.
• Outline 5 year financial sustainability plan for Wayfinder and the System of Care.
12
•
C) RECORD KEEPING AND REPORTING
• Performance, Progress, Personnel and Funds: The Contractor assures that it shall
maintain data and information to provide accurate quarterly program and financial
reports to the County and Division of Criminal Justice. Said reports shall be provided
in such form, at such times, and containing such data and information as the Division
of Criminal Justice reasonably requires to administer the program.
• Quarterly Programmatic (Narrative) Reports: Contractor shall submit to the
County quarterly reports as provided in Exhibit F- Sample Quarterly Narrative Report
(JAG Universal) to the Grant Agreement. Reports are required to the State for each
quarter prior to 15 days after the quarter ends.
• Final Programmatic (Narrative) Report: Contractor shall submit and Exhibit I-
Sample Final Narrative (JAG Universal) Report to the County for submission to the
State upon expiration or sooner termination of the Grant concerning details of
accomplishments and highlights, self - evaluation and review of the performance
based on Exhibit B2 -JAG Goals and Objectives and the final status of County and
Sub - grantee's obligations. Reports are due to the State within 45 days of the end of
the Grant.
• Quarterly Financial Reports: Contractor shall submit quarterly financial reports as
provided in Exhibit G- Sample Quarterly Financial Report to the Grant Agreement.
Reports are required to the State for each quarter prior to 15 days after the quarter
ends.
• Final Financial Reports: Contractor shall submit a report to the County upon
expiration or sooner termination of the Grant containing final financial expenditures
that accurately match your accounting records. Reports are required to the State
within 45 days of the end of the Grant.
D) 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,
2013.
Payment and Fee Schedule:
Contractor shall be compensated for performance of assigned services as follows:
1. County agrees to pay to Contractor $40,400 for services provided under this Agreement
from October 1, 2012 through, September 30, 2013 as set forth in the Agreement.
2. For reimbursement Contractor must submit invoices and reports 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 $40,400.
13
p
•
