HomeMy WebLinkAboutC13-060 Mountain Family Health Centers AgreementAGREEMENT BETWEEN EAGLE COUNTY ArNDMN IUNTAIN FAMILY HEALTH CENTERS
THIS AGREEMENT is made this � day of ��4---aku 2013, by and between Eagle County
("County"), and, Mountain Family Health Centers ("Contractor" ), a Colorado non-profit corporation with a
principal place of business at 1905 Blake Ave., Suite 101, Glenwood Springs, CO 81601.
WHEREAS, County is working with various community partners toward the development of a community
health center in Eagle County, Colorado; and
WHEREAS, Contractor is one of the community partners working with County and has agreed to apply for an
Affordable Care Act New Access Point Grant from the U.S. Department of Health and Human Services Health
Resource and Services Administration (hereinafter the "NAP Grant"); and
WHEREAS, County desires to provide assistance to Contractor in submitting a NAP Grant application; and
WHEREAS, Contractor has separately contracted with Ray & Associates, LLC an organization that has
expertise in preparing NAP Grant applications; and
WHEREAS, County desires to assist Contractor by paying a portion of the fees charged by Ray & Associates,
LLC in connection with preparation of the NAP Grant application; and
WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise
necessary to support County's effort to establish a community health center in Eagle County, Colorado; and
WHEREAS, County and Contractor intend by this Agreement to set forth the scope of the responsibilities of
Contractor in connection with the services and related terms and conditions to govern the relationship between
Contractor and County in connection with this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the following promises, County and
Contractor agree as follows:
ARTICLE 1— WORK
1.1 Contractor agrees to provide all services, labor, personnel and materials to timely prepare and complete a
NAP Grant application with the support of Ray & Associates, LLC in accordance with deadlines established by
U.S. Department of Health and Human Services Health Resources and Services Administration ("HRSA")
(hereinafter "Services" or "Work"). Contractor will use its expertise and skill to perform the Services and shall
manage the efforts of Ray & Associates to provide a timely and complete NAP Grant application which
Contractor shall timely submit to HRSA. The parties agree that the County will be provided a draft of the NAP
Grant application developed by Contractor and Ray & Associates, LLC for review and comment a minimum. of
one week prior to submission. Specifically, County shall be provided the NAP Grant Application- Phase I no
later than February 20, 2013 and Phase II no later than March 27, 2013. As part of the Services, Contractor will
provide clear communication and consistent, timely updates to County as to the status of the NAP Grant
application as well as access to any all information, data, reports, forms or other documents prepared for or that
otherwise support to the NAP Grant application.
ARTICLE 2 — COUNTY'S REPRESENTATIVE
2.1 The Eagle County designee shall be Rachel Oys, Assistant County Manager who shall be Contractor's
contact with respect to this Agreement and the performance of the Services.
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ARTICLE 3 — TERM OF AGREEMENT
3.1 This Agreement shall commence upon execution of this Agreement by both parties, and, subject to the
provisions of Article 11 hereof, shall continue in full force and effect until the Services are satisfactorily
completed in accordance with the terms of this Agreement.
3.2 This Agreement may be modified and the scope of Services may be changed upon a written amendment
to this Agreement signed by both parties.
ARTICLE 4 — COMPENSATION
4.1 For the Services to be provided hereunder and upon execution of this Agreement, County will pay
Contractor a fixed fee of twenty four thousand nine hundred ninety nine dollars ($24,999.00). No other
compensation shall be due Contractor for the Services without a signed amendment to the Agreement.
4.2 Contractor hereby represents and warrants that the fixed fee set forth in paragraph 4.1 hereof shall be
used solely to off -set the fees and costs incurred by Contractor in its agreement with Ray & Associates, LLC for
preparation of the NAP Grant application.
4.3 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.
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 fixed fee set forth in paragraph 4.1 above
without the written approval in accordance with a budget adopted by the Board of County Commissioners 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.
4.5 The signatories to this Agreement aver to their knowledge, no employee of the County has any personal
or beneficial interest whatsoever in the service or property described in this Agreement. The Contractor has no
interest and shall not acquire any interest, direct or indirect, that would conflict in any matter or degree with the
performance of Contractor's services and Contractor shall not employ any person having such known interests.
4.6 In the Contractor does not spend all or a portion of the fixed fee to be paid by County on the NAP Grant
application, such unexpended funds shall be promptly refunded to County.
ARTICLE 5— CONTRACTOR'S REPRESENTATIONS
In order to induce County to enter into this Agreement, Contractor makes the following representations:
5.1 Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder,
and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any
manner affect cost, progress, or performance of the Services.
ARTICLE 6 — ENTIRE AGREEMENT
6.1 This Agreement represents the entire Agreement between the parties hereto. The Agreement may only
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be altered, amended, or repealed in writing.
ARTICLE 7 — MISCELLANEOUS
7.1 Neither party will assign its rights or interest under this Agreement without the written consent of the
other.
7.2 County and Contractor each binds itself, its partners, successors, assigns and legal representatives to the
other party hereto, in respect to all covenants, agreements, and obligations contained in this Agreement.
7.3 Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations
under this Agreement after, nor shall any payments be made to Contractor in respect of any period after
December 31 without an appropriation therefore by County in accordance with a budget adopted by the Board
of County Commissioners in compliance with 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).
7.4 Provision Mandated by C.R.S. § 8-17.5-101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR
SERVICES
7.4.1 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 Services under this Contract.
7.4.2 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.
7.4.3 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/pro rg ams/�,,c 1185221678150.shtm
7.4.4 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.
7.4.5 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 7.4.5 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.
7.4.6 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).
7.4.7 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.
7.4.8 The County will notify the office of the Colorado Secretary of State if Contractor violates this
provision of this Contract and the County terminates the Contract for such breach.
7.5 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.
7.6 Contractor acknowledges that County has entered into this Agreement in reliance upon the particular
reputation and expertise of Contractor. Contractor shall not enter into any sub -consultant or sub -contractor
agreements for the performance of any of the Services or without County's prior written consent, which may be
withheld in County's sole discretion. County hereby consents to Contractor working with Ray & Associates,
LLC to prepare the NAP Grant application. County shall have the right in its reasonable discretion to approve
all personnel assigned to perform the Services and no personnel to whom County has an objection, in its
reasonable discretion, shall be assigned. Contractor shall be solely responsible for any Services performed by a
sub -consultant or sub -contractor and shall require each sub -consultant or sub -contractor, as approved by County
and to the extent of the Services to be performed by the sub -consultant or sub -contractor, to be bound to
Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and
responsibilities which Contractor, by this Agreement, assumes toward County.
ARTICLE 8 - JURISDICTION AND VENUE:
8.1 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.
ARTICLE 9 - INDEMNIFICATION:
9.1 The Contractor shall indemnify and hold harmless County and any of its officers, agents and employees
against any losses, claims, damages or liabilities for which County or any of its officers, agents, or employees
may become subject to, insofar as any such losses, claims, damages or liabilities arise out of, directly or
indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its
subcontractors hereunder; and Contractor shall reimburse County for any and all attorney fees and costs, legal
and other expenses incurred by County in connection with investigating or defending any such loss, claim,
damage, liability or action. This indemnification shall not apply to claims by third parties against the County to
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the extent that the County is solely liable to such third party for such claims without regard to the involvement
of the Contractor.
ARTICLE 10 - OWNERSHIP OF DOCUMENTS AND MATERIALS:
10.1 All documents (including electronic files) and materials which are obtained during, purchased or
prepared in the performance of the Services shall remain the property of the County and are to be delivered to
County at the conclusion of the Services or upon earlier termination of this Agreement in an editable format
such as Word or a similar program.
ARTICLE 11 -TERMINATION:
11.1 County may terminate this Agreement, in whole or in part, for any reason, at any time, with or without
cause and without penalty. Any such termination shall be effected by delivery to Contractor of a written notice
of termination specifying the date upon which termination becomes effective. In such event, Contractor shall be
compensated for all Services satisfactorily completed up to the date of termination for such Services.
ARTICLE 12 — NOTICE
12.1 Any notice required under this Agreement shall be personally delivered, mailed in the United States
mail, first class postage prepaid, or sent via facsimile provided an original is also promptly delivered to the
appropriate party at the following addresses:
The County: Eagle County Administration
Attn: Rachel Oys
P.O. Box 850
Eagle, Colorado 81631
(970) 328-8786 (p)
(970) 328-8899 (f)
and a copy to: Eagle County Attorney
P.O. Box 850
Eagle, Colorado 81631
(970) 328-8685 (p)
(970) 328-8699 (f)
The Contractor: Mountain Family Health Centers
Attn: Ross Brooks
1905 Blake Ave., Suite 101
Glenwood Springs, CO 81601
(970) 945-2840 (p)
(970) 945-2893 (f)
12.2 Notices shall be deemed given on the date of delivery; on the date a FAX 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 depositary of the U.S. Postal Service.
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ARTICLE 13 — INDEPENDENT CONTRACTOR
13.1 It is expressly acknowledged and understood by the parties hereto that nothing contained in this
Agreement shall result in, or be construed as establishing, an employment relationship between County and
Contractor or County and Contractor's employees. Contractor and its employees shall be, and shall perform as,
independent contractors. No officer, agent, subcontractor, employee, or servant of Contractor shall be, or shall
be deemed to be, the employee, agent or servant of County. Contractor shall be solely and entirely responsible
for the means and methods to carry out the Services under this Agreement and for Contractor's acts and for the
acts of its officers, agents, employees, and servants during the performance of this Agreement. Neither
Contractor nor its officers, agents, subcontractors, employees or servants may represent, act, purport to act or be
deemed the agent, representative, employee or servant of County.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above
written.
COUNTY:
COUNTY OF EAGLE, STATE OF
COLORADO, by its County Manager
By:
eith Montag
CONTRACTOR:
MOUNTAIN HEALTH CENTERS,
A Colorado non- oft corporation
By:
Ross Bro 4, Ex4utive Director
STATE OF�4V� )
ss.
COUNTY" OF 94,-J m1d )
The foregoing instrument was acknowledged before me by Ross Brooks, 'xecutive Director of Mountain
Health Centers, a Colorado non-profit corporation this ,21,4 day of � , 2013.
My commission expires:
BONNIE REIFF1
NOTARY
STATE OF COLORADO
My Commission Expires 07/30/2013
no
