HomeMy WebLinkAboutC13-151 The Youth Foundation Agreement AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND THE YOUTH FOUNDATION, INC. THIS AGREEMENT for Professional Services ( "Agreement ") is effective as of May 1, 2013, by and between The Youth Foundation, Inc., a Colorado nonprofit corporation (hereinafter "Contractor ") and Eagle County, Colorado a body corporate and politic (hereinafter "County "). RECITALS WHEREAS, Contractor shall provide Early Head Start Services as outlined in Paragraph 1 and Exhibit A, attached hereto and incorporated herein by this reference; and WHEREAS, Contractor has the time, skill and expertise to provide the Services as defined in Paragraph 1 hereof to County; 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, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1) Services. Contractor agrees to diligently and continuously furnish all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit A ( "Services ") upon and subject to the provisions and conditions of this Agreement. Contractor's Services shall be performed in accordance with professional standards consistent with services provided by other contractors providing substantially the same services in the area of the Project. a) Contractor agrees to furnish the Services in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable professional standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b) In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. c) Contractor agrees that Contractor will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. d) This Agreement shall commence upon execution of this Agreement, and, subject to the provisions of paragraph 10 hereof, shall continue in full force and effect through the completion of the Services to be provided hereunder or until December 31, 2013. e) The Health and Human Services department's designee shall be Contractor's contact with respect this Agreement and performance of the Services. 1 2) Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable in the manner set forth in Exhibit A. The compensation for the performance of the Services described in Exhibit A shall not exceed $77,609.00. a) Out -of- Pocket Expenses to be incurred by Contractor and reimbursed by County shall be identified on Exhibit A. Out -of- Pocket expenses will be reimbursed without any additional mark -up thereon and are included in the not to exceed contract amount set forth above. Out -of- Pocket Expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Contractor. Contractor shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. b) Contractor shall submit an invoice or other documentation as may be required by County, each month to be paid as set forth in Exhibit A. Invoices shall be sent no later than the 20 day of each month and County shall pay for the Services satisfactorily performed within thirty (30) days of submittal of complete invoice(s), clarifications and documents by Contractor. All invoices shall include detail regarding the hours spent, tasks performed and who performed each task and such other detail as County may request. c) 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 of any year without an appropriation therefor 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). d) Contractor and its employees are not entitled to workers' compensation benefits through the County. Contractor is solely responsible for necessary and adequate workers' compensation insurance and shall be responsible for withholding and paying all federal and state taxes. County will not withhold any taxes from monies paid to 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. e) The Contractor and its employees are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by an entity other than County. The Contractor hereby acknowledges full and complete liability for and shall timely pay all taxes imposed by any federal, state or local taxing authority on all payrolls and compensation of its employees and subcontractors and any other taxes, fees and charges levied against Contractor on account of this Agreement. 3) Additional Services. Any services in addition to the Services ( "Additional Services ") shall be performed by Contractor only upon the written request of County. No Additional Services, or other additional work performed by the Contractor, shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such Additional Services. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any Additional Services, whether or not there is in fact any such unjust enrichment, shall be the basis for any increase in the compensation payable hereunder. In the event that written authorization and acknowledgement by County for such Additional Services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such Additional Services shall be deemed waived and such failure shall result in non- payment for such Additional Services or work performed. Except as otherwise agreed in writing by Contractor and County, all Additional Services shall be subject to the terms and conditions of this Agreement. County may also by written notice to Contractor make any reasonable reductions to the 2 scope of the Services and the compensation payable to Contractor shall be reduced in a fair and reasonable amount on account thereof. The parties also acknowledge and agree that County shall have the right to select and retain other qualified Contractors and professionals to complete such portions of the services required for the Project as County may deem appropriate from time to time in County's sole discretion. 4) Sub - Contractors. 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- contractor agreements for the performance of any of the Services or Additional Services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each sub - contractor, as approved by County and to the extent of the Services to be performed by the 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. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub - contractor hired by Contractor and Contractor shall cooperate in such process. 5) Insurance. Unless otherwise agreed to in writing by County, Contractor agrees to provide and maintain, at Contractor's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a) Types of Insurance. i) Workers' Compensation as required by law. ii) Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non - owned vehicles. iii) Commercial General Liability coverage to include premises and operations, personal/advertising injury, products /completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence; $1,000,000 products /completed operations aggregate, $1,000,000 personal /advertising injury, bodily injury and property damage $1,000,000 aggregate limits. iv) Professional Liability Insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims -made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project provided that the coverage is commercially available at a reasonable premium. Contractor shall provide thirty (30) days' notice to County prior to cancelling such insurance during the applicable statute of limitations period. 3 b) Other Requirements. i) The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers as additional insurance. ii) Contractor's certificates of insurance shall include all sub - contractors as additional insurance under its policies or Contractor shall furnish to County separate certificates and endorsements for each sub - Contractor. All coverage's for sub - contractors shall be subject to the minimum requirements identified above. Contractor and sub - contractors, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Contractor and its sub - contractors until the applicable statute of limitations for the Project and the Services has expired provided that the coverage is commercially available at a reasonable premium. iii) Contractor's insurance coverage shall be primary insurance and non - contributory with respect to all other available sources. Contractor' s policy shall contain a waiver of subrogation against Eagle County. iv) All policies must contain an endorsement affording an unqualified thirty (30) days' notice of cancellation to County in the event of cancellation of coverage. v) All policies must be written by insurance companies whose rating in the most recent Best's rating guide is not less than A -(VII). vi) Certificates of Insurance with the required endorsements evidencing the coverage must be delivered to County prior to commencement of any Services under this Agreement and must be provided on an annual basis commencing on the first (V) anniversary of the policy year and continuing thereafter, or at any time within fifteen (15) days after request therefor by County. Notwithstanding any other provision hereof, Contractor shall provide County a complete copy of any policy of insurance required hereunder within five (5) business days of a written request from County, and hereby authorizes Contractor's brokers, without further notice to or authorization by Contractor, to immediately comply with any written request of County for a complete copy of any policy required hereunder. vii) Contractor shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Contractor, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish to County a new certificate of insurance showing such coverage. viii) If Contractor fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. ix) The insurance provisions of this Agreement shall survive expiration or termination hereof. x) The parties hereto understand and agree that County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. 4 • • 6) Indemnification. The Contractor shall indemnify and hold harmless County, its officers, agents and employees ( "Indemnities ") against any losses, claims, damages or liabilities for which Indemnities 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 the negligent performance or nonperformance by Contractor or any of its sub - contractors hereunder; and Contractor shall reimburse Indemnitees for reasonable attorney fees and costs, legal and other expenses incurred by Indemnitees 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 Indemnitees to the extent that Indemnitees are liable to such third party for such claims without regard to the involvement of the Contractor. a) The indemnity and hold harmless provisions of this Agreement shall survive expiration or termination hereof. County and Contractor hereby certify and agree that the indemnity and hold harmless provisions of this Agreement have been freely and mutually negotiated. 7) Ownership of Documents. All documents prepared by Contractor in connection with Contractor's performance under this Agreement shall become the property of County. Contractor shall execute written assignments 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 Contractor (including any employee or subcontractor in connection with the performance of the Services and Additional Services under this Agreement). 8) Notices. All notices or other communications made pursuant hereto shall be in writing and shall be deemed properly delivered, given or served (i) when personally delivered, or (ii) two (2) calendar days after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below their signatures, or (iv) when sent via facsimile so long as the sending party can provide a facsimile machine or other confirmation showing the date, time, and receiving facsimile number for the transmission. Either party may change its address for the purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Toni Rozanski 551 Broadway Post Office Box 660 Eagle, CO 81631 Telephone: 970- 328 -8852 5 And a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970- 328 -8685 Facsimile: 970 - 328 -8699 Contractor : The Youth Foundation, Inc. 90 Benchmark Road Avon, CO 81620 Telphone: 970 - 777 -2015 9) Coordination. Contractor acknowledges that the development and processing of the Services for the Project may require close coordination between various contractors and sub - contractors that County retains in connection with the Project. Contractor shall coordinate the Services required hereunder with the other contractors or sub - contractors that are identified by County to Contractor from time to time, and Contractor shall immediately notify such other contractors or sub - contractors, in writing, of any changes or revisions to Contractor's work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Contractor shall not knowingly cause other contractors or sub - contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Contractor shall be subject to any offset for the costs of such extra work. County shall provide Contractor with legal access to the Project site as required to complete the Services. 10) Termination. Either party may terminate this Agreement at any time and for any reason, with or without cause, and without penalty therefor with thirty (30) calendar days' prior written notice to the other. Upon termination of this Agreement, County shall pay Contractor for the Services satisfactorily performed and approved Out -of- Pocket expenses incurred prior to the date of termination. 11) Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado (without reference to the doctrine of conflicts of law). 12) General Conditions. a) Contractor shall be responsible for the completeness and accuracy of the Services and any Additional Services, including all supporting data and other documents prepared or compiled in performance of the Services or Additional Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services or Additional Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services and Additional Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the 6 Services within the applicable jurisdiction(s). b) Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. By executing the Agreement, Contractor confirms that the time limitations set forth herein are reasonable period(s) for performing the Services. c) Contractor represents and warrants that at all times in the performance of the Services Contractor shall comply with any and all applicable laws, codes, rules and regulations. d) This Agreement constitutes an agreement for the performance of Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer - employee, master - servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County or to approve any Additional Services, unless specifically approved by County in writing. e) This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understandings between the parties with respect thereto. f) This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by a written instrument signed by the party to be charged. g) This Agreement and the covenants contained herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors -in- interest. h) No failure or delay by either party in the exercise of any right given to such party hereunder shall constitute a waiver thereof. No waiver of any breach of any agreement or provision contained herein shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision contained herein. i) Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female and the neuter, and vice versa. j) The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. k) Contractor shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Contractor shall be subject to financial audit by federal, state or county auditors or their designees. Contractor authorizes County or Eagle County to perform audits or to make inspections of records during normal business hours, upon 48 hours' notice to Contractor. Contractor shall fully cooperate with County or Eagle County representatives during such audit or inspections. 1) The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor's Services and Contractor shall not employ any person having such known interests. m) There shall be no third party beneficiaries to this Agreement. 13) Prohibitions on Government Contracts. 7 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 or Additional Services under this Contract. A. Contractor shall not: (i) Knowingly employ or contract with an illegal alien to perform Services or Additional Services under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to 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 Services or Additional Services 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. 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 Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, Contractor shall be required to: (i) Notify the subcontractor and County within three days that 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 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. 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 Contractor violates these prohibitions, 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, Contractor shall be liable for actual and consequential damages to County as required by law. G. County will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Contract and County terminates the Contract for such breach. 8 IN WITNESS WHEREOF, the parties have executed this Agreement as of th-/ day of i , 2013. EAGLE COUNTY, CO ,A RADO By an,. • • gh its Boar•/! Coun Commissioners By: A L Jon S I F ey, Chai lip 4;044 It , KITES, : ‘ .4,496;2_,... 3 m• Teak Simonto / c�� .. Clerk to the B • and CONTRACTOR: The Youth Foundation, Inc., a Colorado nonprofit corporation. By: �7 1 Its: VP tr6 E_C-I v elm ■ STATE OF COLORADO) v C.! rt d c.L a )ss. COUNTY OF Lc..5 \ ) The foregoing instrument was acknowledged before me by '5 k--)t->(----se ` ; s as \I? 0 F c d C--C.-- : o r of The Youth Foundation, Inc., a Colorado nonprofit corporation, this 1 3 ay of M c,-\/ , 2013. My commission expires; / 2 3 /15 7 WU( 3'./ e _____,/,:..._....z...d C S i r` s "' Y ' 4 a• o ".a } . Notary Public 0 $ o � 1 b • I o • v c ` j s U C . Ok „ O `: - 9 EXHIBIT A Description of Services: This contract is for the provision and performance of Early Head Start services as set forth in this Agreement and shall commence upon execution of this Agreement and unless sooner terminated as provided in the Agreement, shall end on December 31, 2013. Contractor shall perform the following Early Head Start Services in accordance with the Head Start Performance Standards and the Head Start Act as amended December 12, 2007: 1. Disabilities Coordination A. Work with parent educators through the Child Find referral process and services coordination B. Audit and monitor disabilities data in client charts and PROMIS data base C. Oversee implementation of the disabilities service plan 2. Family and Community Partnership Coordination A. Coordinate, plan, implement and organize family partnership functions for child care programs and home visits B. Develop and implement policies and procedures for Family Partnerships component of the program with parents and team members to support effective implementation of service plan C. Audit and monitor Family Partnership data and files for enrolled children; develop and distribute specialized program reports and make corrections /adjustments as needed to ensure compliance D. Schedule meetings and training with home -based Parent Committee Members; produce /coordinate agendas, reports, meetings E. Participate in local, regional, and state meetings, coordinate with community agencies and other county departments on joint projects, and provide leadership on children and family issues F. Develop and monitor MOU's with community agency's G. Produce /coordinate agendas, reports, meeting packets for Policy Council meetings and help with meeting facilitation H. Supervision of home -based visitors, including two 1.5 hour one on ones per month. I. Coordination and facilitation of Annual Parent Orientation and Policy Council Retreat. J. Family engagement support to contracted child care sites. 3. Parent Educator A. Provide weekly home visits to 5 families (pregnant women and children ages 0 -5) and bi- monthly group socializations implementing the Parents as Teachers curriculum with fidelity. B. Plans, facilitates, and completes paperwork associated with home visits and group socializations. C. Act as advocate and liaison between community resources and families in the program 4. Program Assistance A. Provide logistical, administrative or technical services to support development, production and maintenance of materials related to agency procedures, program training, community and education initiatives and special projects B. Manage the Early Head Start PROMIS data base, including but not limited record keeping and reporting for applications, enrollments and discharges, center -based attendance disabilities, mental health referrals C. Monthly program reports for Policy Council, community events folders, staff and parent trainings, in -kind, enrollment, and attendance D. Responsible for Bright Beginnings referrals and paperwork E. Facilities, transportation, and equipment coordination 10 Services to be performed during the period of approximately June — September, 2013: 1. Program Design and Management A. Program Information Reports B. Grant development, management, and implementation C. Development and oversight of contracts, including child care programs, health, mental health, and nutrition D. Coordination and facilitation of staff meetings E. Oversight and development of program budget F. Supervision of center -based Parent Educators and Program Assistant 2. Education Coordination A. Oversight of Parents as Teachers program affiliate requirements, including but not limited to implementation of curriculum with fidelity, annual program report, staff support and training B. Oversight and administration of Teaching Strategies GOLD, including checkpoint reports C. Monitoring of child care sites including program compliance and training and technical assistance support D. Coordination and facilitation of center -based Parent Committee meetings E. Coordination of staff and parent trainings 3. ERSEA Coordination A. Management of program enrollment and applications, including distribution of applications to Parent Educators B. Review all enrollment visit forms with visitors and verify income eligibility C. Ensure program is meeting enrollment requirements: income, disabilities, over - income, categorical eligibility D. Coordinate with contracted center -based programs on enrollment to meet the needs of all programs E. Have all Early Head Start spots filled within 30 days of vacancy Payment and Fee Schedule: County will compensate Contractor for Early Head Services satisfactorily performed at the maximum rate of $9,701.13 per month. Contractor will submit an invoice to the County on a monthly basis. The maximum amount of compensation under this Agreement shall not exceed $77,609.00. 11