HomeMy WebLinkAboutC13-141 Justice Benefits, Inc. Agreement AGREEMENT FOR PROFESSIONAL SERVICES
between
Justice Benefits, Incorporated
and
Eagle County, Colorado
This Agreement is entered into by and between Eagle County, Colorado (hereinafter referred to
as the "County ") and Justice Benefits, as the general partner of Unificare, LTD, a Texas limited
partnership (hereinafter, collectively referred to as "JBI" or "Contractor "), located at 2010 Valley View
Lane, Suite 300, Dallas, Texas 75234.
WITNESSETH
WHEREAS, many of the services provided by the County are funded directly by local and
state funds when, in fact, some of those services are eligible for Federal Financial Participation
(hereinafter "FFP "); and
WHEREAS, JBI is willing and able to provide professional assistance to explore opportunities
for new FFP, to review prospects for expansion of existing FFP, and to secure additional FFP as may
be appropriate for the County;
NOW, THEREFORE, for and in consideration of these mutual covenants and promises
recorded herein, the parties hereto agree as follows.
ARTICLE I
RESPONSIBILITIES OF JBI
JBI agrees to perform the following services:
1.01 JBI will review the policies and procedures used by the County to identify such additional
Federal and other revenue sources, if any, as may be available to the County through
participation in new programs or expansion of existing FFP. These efforts may include any of
the following activities: advising the County of the reimbursement opportunity, preparing or
enhancing the claim, preparing or assisting with submittal packages, preparing audit files,
assisting the County with submittals, assisting the County should it be audited for claims on
which the Company assisted, or other related federal revenue enhancement activities.
1.02 JBI will continually monitor for new opportunities of funding. Whenever a new federal
reimbursement opportunity arises, JBI may notify the County of that opportunity. JBI will
strive to identify and optimize all federal reimbursement opportunities for the County; but is
not obligated to make the County aware of all possible opportunities and shall have no liability
for any omission to identify the same. Upon the County signing an Initiative with JBI for the
claiming of federal dollars, then JBI will be entitled to compensation for that Initiative as set
forth in Article V of this Agreement. An Initiative shall provide a detailed statement of work
that JBI shall perform and shall constitute a notice to proceed in such work when executed by
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the County. JBI shall not be entitlted to any payments for any work other than that authorized
by an executed Initiative.
1.03 JBI shall be responsible for the completeness and accuracy of the services. JBI shall perform
the work in a skillful, professional and competent manner in accordance with the standard of
care, skill and diligence applicable to contractors, with respect to similar work. JBI represents
and warrants that the services shall comply with any and all applicable laws, codes, rules and
regulations. JBI agrees that it will not enter into any contracts, professional service agreements
or consulting arrangements with third parties that will conflict in any manner with the services
to be provided under this Agreement. JBI agrees to perform the Work in an expeditious
manner, within the sound exercise of its judgment and professional standards.
ARTICLE II
COUNTY RESPONSIBILITY AND AUTHORIZED REPRESENTATIVE
2.01 The County agrees to perform the following activities:
a. Designate a properly authorized County representative to sign each JBI Initiative of which
the County approves.
b. Designate a contract monitor who shall:
i. Be the person responsible for monitoring JBI's performance under the terms and
conditions of this Agreement; and
ii. Authorize payment for services rendered based upon properly submitted invoices to
the County in accordance with Article V of this agreement (i.e. Compensation).
c. Provide JBI with copies of or access to documents and databases that are necessary for the
successful completion of work required by this Agreement.
2.02 The Eagle County Sheriff shall be the County's authorized representative under this
Agreement, who is hereby authorized to sign Initiatives concerning work to be performed by JBI under
this Agreement.
ARTICLE III
INITIAL TERM AND RENEWAL
3.01 The initial term of this Agreement is one (1) year, commencing with the date of this Agreement
(the "Initial Term ").
3.02 Upon conclusion of the Initial Term of this Agreement, this Agreement will automatically be
renewed on a year -by -year basis, under the same terms and conditions as set forth herein, unless
written notice is given at least thirty (30) days prior to the expiration of this Agreement.
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3.03 Notwithstanding anything contained herein to the contrary, either party may terminate this
Agreement at any time and for any reason, with or without cause, with thirty (30) calendar days' prior
written notice to the other party. On termination of this Agreement, JBI shall complete the Federal
reimbursement claims for the fiscal year in which the notice is given. JBI shall be compensated for
these final Federal claims in accordance with Article V. As used herein, the "effective date of
termination" shall be that date which is thirty (30) calendar days after receipt of the notice of
termination.
ARTICLE IV
CONFIDENTIALITY
The County and JBI mutually agree that the confidentiality of the information obtained from
the County by JBI shall be strictly observed, as permitted by law, in any reporting, auditing, invoicing
and evaluation, provided however, that this provision shall be construed as a standard of conduct and
not a limitation upon the right to conduct the foregoing activities.
ARTICLE V
COMPENSATION
5.01 The intent of this Agreement is to compensate JBI for new revenues received by the County
that are a direct result of JBI' s efforts which have been authorized by signed Initiatives. These efforts
may include any or all of the following activities: advising the County of the reimbursement
opportunity, preparing or enhancing the claim, preparing of submittal packages, preparing audit files,
assisting the County with submittals, assisting the County should it be audited for claims on which the
Company assisted, or other related federal revenue enhancement activities. The parties agree JBI will
be compensated for new or enhanced revenue sources that directly result from JBI' s activities at the
following rate:
❖ Fifeteen percent (15 %) of all revenue paid to the County (prospectively or retroactively) as
described in each of the County signed Initiatives. JBI will be paid its fees for a minimum of
one year worth of claims filed prospectively once an Initiative is signed by the County. In
addition, JBI will be paid its fees on any retroactive claims filed for that same Initiative.
5.02 Unless otherwise agreed or directed by JBI in writing, the County shall make payment to the
order of JBI, at 2010 Valley View Lane, Suite 300, Dallas, Texas 75234.
5.03 Both parties recognize that delays in payment or reimbursement to the County by the Federal
government may occur. JBI will be reimbursed within twenty -one (21) days after funds are actually
received by the County and an accurate invoice is delivered to the County by JBI, even if those
receipts occur beyond the term of this Agreement.
5.04 JBI agrees that in the unlikely event any funds recovered by the County as a result of this
Agreement be subsequently disallowed, that the related fees paid to JBI based on such disallowed
reimbursements will be credited against future payments to JBI, or be promptly repaid to the County
should this agreement be terminated. In any event, unless otherwise provided herein (as to claims for
property damage, casualty, or personal injuries) and except for actual damages caused by intentional
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violation of a state criminal statute by Contractor, the monetary amount of damages and the full extent
of JBI's liability to the County, if any, shall be strictly limited to the amount of funds paid to, or owed
to, JBI as a result of this Agreement.
5.05 JBI shall have the right to review the County's claims, grant awards, and such books, records,
and other documents as may be required to ensure that the payment of JBI's fees is in accordance with
this Agreement.
5.06 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 Consultant in respect of any
period after December 31 of any calendar year, 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).
ARTICLE VI
NOTIFICATION
Any notice, specifications, reports, or other written communications between the parties shall
be given to the following addresses:
County: Contractor:
Sheriff Joe Hoy JBI
P.O. Box 850 2010 Valley View Lane, Suite 300,
500 Broadway Dallas, Texas 75234
Eagle, Colorado 81631
Notices shall be deemed given on the date of delivery or three days after the postmarked date of
deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service.
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.01 Authority. All necessary approvals for the execution of this Agreement have been obtained
and each person executing this agreement on behalf of the County is authorized to execute this
Agreement as the binding act of the County. Some programs require a submission with digital
signature from an authorized elected official of the County. Contractor will prepare the claim and then
provide step -by -step instructions for the authorized County official to complete the online form.
7.02 Changes to be in Writing. This Agreement may be modified to include additional work the
County desires to be completed on a fixed or contingent fee basis with the written consent of both
parties.
7.03 Choice of Law, Forum Selection and Alternative Dispute Resolution. Once records are
made available, the claim preparation work will be performed by the Contractor at its headquarters in
Dallas County, Texas. This Agreement shall be governed by the laws of the State of Colorado and
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any disputes shall be resolved in the District Court for Eagle County, Colorado, which shall be the sole
and exclusive forum for such litigation. The parties prefer informal resolution of any disputes. Prior
to filing litigation, the parties shall discuss participating in alternative dispute resolution, including a
pre -suit mediation or settlement conference.
7.04 Counterparts. This Agreement and the Initiatives that follow may be executed in separate
counterparts, each of which shall be deemed to be an original, and such counterparts shall together
constitute but one and the same document.
7.05 Entire Agreement. This Agreement and its attachments (including all approved Initiatives), if
any, contain the entire Agreement between the Contractor and the County. Any previous proposals,
offers, discussions, preliminary understandings and other communications relative to this Agreement,
oral or written, are hereby superseded by this Agreement.
7.06 Force Majeure. Contractor shall be excused from performance during any delay beyond the
time named for the performance of this contract caused by any act of God, war, civil disorder, strike or
other cause beyond its reasonable control.
7.07 Headings. The headings used herein are for convenience only and shall not limit the
construction or interpretation hereof.
7.08 Inconsistencies. Where there exists any inconsistency between this Agreement and other
provisions of collateral contractual agreements that are made a part hereof by reference or otherwise,
the provisions of this Agreement shall control.
7.09 Indemnification. JBI shall indemnify County, its officers, agents and employees
( "Indemnitees ") against any claims, damages or liabilities for which Indemnitees may become subject
to, insofar as any such claims, damages or liabilities arise out of, directly or indirectly, this Agreement,
or are based upon the negligent performance or nonperformance by JBI or any of its sub - consultants
hereunder; and JBI shall reimburse Indemnitees for reasonable attorney fees incurred by Indemnitees
defending any such claim, liability or action. This indemnification shall not apply to claims by third
parties against the Indemnitees to the extent that Indemnitees are liable to such third party for such
claims without regard to the involvement of the JBI or Indemnitees fail to promptly notify JBI of the
claim.
7.10 Independent Contractor. Contractor shall be considered an independent contractor and not
an employee of the County. Contractor shall be solely responsible for paying its own staff and the out -
of- pocket expenses it incurs in providing services hereunder. Contractor shall also maintain general
liability insurance at its own expense with limits of liability not less than $1,000,000.00 per occurence,
in addition to workers' compensation coverages as may be required by law, and will provide proof of
insurance to the County within twenty (20) days of execution of this Agreement. JBI shall maintain
the foregoing coverage in effect at all times while the services are being performed.
7.11 Interest. In the event a written invoice for services provided under this Agreement remains
unpaid for sixty (60) days, the claimant shall be entitled to interest at the highest rate allowed by law.
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7.12 Legal Fees. In the event a claim for damages is made under this Agreement, the claimant shall
be entitled to recover reasonable and necessary attorneys' fees and interest at the highest rate allowed
by law, provided that said claim is first presented in writing and remains unpaid for thirty (30) days.
7.13 Non - Discrimination. In performing this Agreement, contractor agrees it will not engage in
discrimination in employment of persons because of the race, color, sex, national origin or ancestry, or
religion of such persons.
7.14 Prohibition against Assignment. There shall be no assignment or transfer of this Agreement
without the prior written consent of both parties hereto, except as follows: Contractor shall be
permitted to assign its right to be paid by the County after completing its work on an Initiative.
7.15 Rule of Construction. Each party and its legal counsel have been afforded the opportunity to
review and revise this Agreement. The normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or any amendments of exhibits hereto.
7.16 Severability. Each paragraph and provision hereof is severable from the entire Agreement
and if any provision is declared invalid, the remaining provisions shall nevertheless remain in effect.
7.17 Terminology and Defmitions. All personal pronouns used herein, whether used in the
masculine, feminine or neutral, shall include all other genders; the singular shall include the plural and
the plural shall include the singular.
7.18 Waiver. The failure on the part of any party to exercise or to delay in exercising, and no
course of dealing with respect to any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies provided herein are cumulative and not exclusive of any
remedies provided by law or in equity, except as expressly set forth herein.
7.19. Provision Mandated by House bill 1343: Prohibitions on Public Contract for Services
If Contractor /Consultant has any employees or subcontractors, Contractor /Consultant 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 /Consultant certifies that it does not knowingly
employ or contract with an illegal alien who will perform under this Contract and that
Contractor /Consultant 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 /Consultant shall not:
(i) Knowingly employ or contract with an illegal alien to perform work under this contract for
services; or
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(ii) Enter into a contract with a subcontractor that fails to certify to the Contractor /Consultant that
the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under
the public contract for services.
B. Contractor /Consultant 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 /Consultant 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 /Consultant obtains actual knowledge that a subcontractor performing work
under the public contract for services knowingly employs or contracts with an illegal alien, the
Contractor /Consultant shall be required to:
(i) Notify the subcontractor and the County within three days that the Contractor /Consultant 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 /Consultant 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 /Consultant 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 /Consultant 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 /Consultant 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 /Consultant
violates this provision of this Contract and the County terminates the Contract for such breach.
7.20 Ownership of Documents. All documents prepared by JBI in connection with JBI's
performance under this Agreement shall become the property of County and JBI shall execute written
assignements to County of all rights (including common law, statutory, and other rights, including
copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the
term "documents" shall mean and include all reports, plans, studies, tape or other electronic recordings,
drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for JBI
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(including any employee or subcontractor in connection with the performance of the Services and
Additional Services under this Agreement).
IN WITNESS WHEREOF, the undersigned parties are fully authorized by the County and the
Company respectively to execute this Agreement as of the date written below, as well as JBI Initiatives
as federal reimbursement opportunities arise from time to time.
EXECUTED THIS ' C , I 'y DAY OF Ji aA 1 2013
AGREED: ACCEPTED BY:
Eagle County, Colorado UNIFICARE, LTD., a Texas Limited Partnership
By: Justice Benefits, Inc., a Texas Corporation
A Its: Corporate General Partner
kid
Signatu e
N 1
Print Name
@kla'I Ul ud By: VI- M.Q\-
Title AIM Farmer
Address: r()1`)..;)(EGO Regional Director of Business Development
(( 1( c & €itp31 2010 Valley View Lane, Suite 300
Dallas, Texas 75234
Jose oy'County SI rif -,
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INITIATIVE: State Criminal Alien Assistance Program (SCAAP)
A) Description of JBI's Contribution:
JBI recognizes that Eagle County, Colorado is being underpaid for housing undocumented
criminal aliens. JBI will develop the cost data, secure the necessary data required to document
qualified inmates, and prepare the Alien Assistance claims. JBI will work with the Sheriff's
Department to optimize future claims by securing 100% allowable data related to inmates.
B) Claims submitted:
No claim has been submitted by JBI.
C) Total Increased Reimbursements expected:
Unknown until data is collected.
D) Fee Structure:
JBI will be paid its fees per its contract with Eagle County, Colorado on all amounts generated
from this program.
E) Agreed, JBI may proceed with this Initiative:
Eagle County, CO: Ail.,
Name Date
&A1 m*
Title
� i
Jo - Hoy/Sheriff
Justice Benefits, Inc.: OVA ��
Ap Cipia
armer D to
Regional Director of Business Development
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