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HomeMy WebLinkAboutC13-270 Jennifer Cockerell Agreement AGREEMENT BETWEEN EAGLE COUNTY AND JENNIFER COCKEREL This Agreement("Agreement")dated as of this , day of . oku.. ,2013, is between the County of Eagle, State of Colorado, a body corporate and politic,by and through its County Manager("County"),with a mailing address of 500 Broadway, P.O.Box 850,Eagle,CO 81631 and Jennifer Cockerell,an individual with a mailing address of P.O.Box 3833,Eagle,CO 81631("Contractor"). WITNESSETH: Whereas,the County,through its Department of Public Health,works to promote the health, safety and welfare of County residents of all ages;and Whereas,among the services the County provides in order to promote such health,safety and welfare include the administration of exercise programming for Eagle County Seniors;and Whereas,the use of outside providers to provide exercise programming enhances the ability of the County to promote health,safety and welfare in the community;and Whereas, Contractor is a provider of such exercise programming service, and the County wishes to contract with Contractor for the provision of such services. Now,therefore,in consideration of the foregoing premises and the following promises, County and Contractor enter into this Agreement. I.SCOPE A. Contractor shall provide senior-appropriate exercise classes one time per week at the Golden Eagle Senior Center at 715 Broadway,Eagle, Colorado 81631 (the"Services"). B. Unless otherwise agreed upon by the County,the Services shall be provided each week during the term of this Agreement on the following days and times: • Eagle: Tuesday 10:00 a.m. C. In the event that the Contractor is unavailable to provide the Services, County may elect to contract for the services of an exercise specialist not employed or retained by Contractor. Contractor agrees that it will provide County with as much advanced notice as is reasonable whenever the Contractor will not be available on a particular date to provide the Services. II.TERM A. This Agreement shall commence on September 1, and shall terminate on December 31,2013 (the"Term"). B. 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. III. COMPENSATION A. The County will pay the Contractor a fee of$20.00 per class,not to exceed an annual amount of$320.00.Contractor shall submit monthly invoices to County for Services provided during the prior month.Invoices will be paid through the County's usual bill paying process within thirty(30)days of County's receipt of a complete and accurate invoice from Contractor. Contractor shall provide County with supporting information as requested by County. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. B. 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. C. The 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. D. Notwithstanding anything to the contrary contained in this Agreement,no charges shall be made to the County nor shall any payment be made to the Contractor in excess of the amount for any work done without the written approval in accordance with a budget adopted by the Eagle County 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. IV.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 Contra ct, Co ntra cto r certifies th at it does not knowingly m g1 Y employ o Y or contract with an illegal alien who will perform under this Agreement 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 Agreement. A. Contractor shall not: (1) 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 all illegal alien to perform work under the public contract for services. B. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E-verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: http://www.dhs.gov/xprevprot/programs/gc 1185221678150.shtm C. The Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. D. If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien,the Contractor shall be required to: (i) Notify the subcontractor and the County within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (D) the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. E. The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8-17.5- 102(5). F. If a Contractor violates these prohibitions, the County may terminate the Agreement for a breach of the contract. If the Agreement is so terminated specifically for a breach of this provision of this Agreement, the Contractor shall be liable for actual and consequential damages to the County as required by law. G. The County will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Agreement and the County terminates the Agreement for such breach. V.TERMINATION County may terminate this Agreement, in whole or in part, for any reason, at any time,with or without cause. Any such termination shall be effected by delivery to Contractor of a written notice of termination specifying the reason and 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.In the event the Contractor files for bankruptcy or is declared bankrupt,the County may declare in writing that this Agreement is immediately terminated,and all rights of Contractor and obligations of County are terminated, except payment of accrued but unpaid fees as set forth herein. VI. CONTRACTOR'S DUTIES A. 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. B. Contractor shall maintain, for a minimum of 3 years, 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 HIS 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. C. 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.Upon execution of this Agreement,Contractor shall provide County with a copy of the most recent exercise certifications for the Contractor demonstrating she has the knowledge and expertise to provide the Services outlined in this Agreement, and a copy of her current CPR certification card.Copies of the certifications required by this Agreement shall be attached hereto as Exhibit"A"and incorporated herein by reference. D. Contractor shall assure that the service described herein is provided to the County at a cost not greater than that charged to other persons in the same community. E. Contractor shall safeguard information and confidentiality of all clients in accordance with rules of Eagle County Health&Human Services,and the Health Information Privacy and Accountability Act. VII.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: Karen Koenemann,Healthy Communities Manger Jennifer Cockerell Eagle County Public Health PO Box 3833 PO Box 660 Eagle,Co 81631 Eagle, CO 81631 jhutchinson000@centurytel.net (970) 328-2610 Karen.Koenemann @eaglecounty.us Notice shall be deemed given three(3)days after the date of deposit in a regular depository of the United States Postal Service. VIII.ASSIGNMENT Contractor shall not assign any of its rights or duties under this Agreement to a third party without the prior written consent of County.County shall terminate this Agreement in the event of any assignment without its prior written consent of County. IX.MODIFICATION Any revision,amendment or modification of this Agreement shall be valid only if in writing and signed by all parties. X.INSURANCE 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: Type of Insurance Coverage Limits Professional Liability Insurance $1,000,000 per occurrence General liability insurance $1,000,000 per occurrence Contractor shall purchase and maintain such insurance as required above and shall provide certificates of insurance in a form acceptable to County upon execution of this Agreement. The Certificate of Insurance shall be attached hereto as Exhibit"B". XI. MISCELLANEOUS A. The relationship of Contractor to County is that of independent contractor. Nothing in this Agreement shall be deemed to make Contractor an agent,employee,partner or representative of County.The Contractor is 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. B. In the event of litigation in connection with this Agreement,the prevailing party shall be entitled to recover all reasonable costs incurred,including attorney fees,costs,staff time and other claim related expense. C. 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. D. The Contractor shall,to the fullest extent permitted by law,indemnify and hold harmless the County and any of its officers,agents and employees against any losses,claims, damages or liabilities for which the 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 hereunder;and Contractor shall reimburse the County for any and all legal and other expenses incurred by the 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 the extent that the County is solely liable to such third party for such claim without regard to the involvement of the Contractor. E. The parties hereto understand and agree that the County is relying on,and does not waive or intend to waive by any provision of this Agreement,the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, as from time to time amended,or otherwise available to the County, its elected officials, employees,agents and volunteers. F. Contractor shall comply at all times and in all respects with all applicable federal, state and local laws,resolutions,and codes. G. 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 31st of the calendar year of the Term of this Agreement,without an appropriation therefore by County 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). H. 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. I. This Agreement supersedes all previous communications,negotiations and/or agreements between the respective parties hereto,either verbal or written,and the same not expressly contained herein are hereby withdrawn and annulled. This is an integrated agreement and there are no representations about any of the subject matter hereof except as expressly set forth in this Agreement. J. This Agreement does not, and shall not be deemed or construed to,confer upon or grant to any third party or parties any right to claim damages or to bring any suit,action or other proceeding against either Contractor or County because of any breach hereof or because of any of the terms, covenants,agreements and conditions herein. K. Contractor certifies that it has read the Agreement,understands each and every term and the requirements set forth herein,and agrees to comply with the same. L. This Agreement may be executed in two or more counterparts,each of which shall be deemed an original,but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement.Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S.24-71.3-101 to 121. M. The Consultant, if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or she(i)is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii)to the extent applicable shall comply with C.R.S.24-76.5-103 prior to the effective date of this Agreement. [SIGNATURE PAGE TO FOLLOW] IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO By and through its County Manager BY: '1, _ ' -ith Montag,County Manager CONTRACTOR By: c-fa .GC.P nnifer ockerell t A 1 ffr {� ttr a ,1 1.40TAf1 y STATE OF C-0110N ) Pu UC �'• )SS. yjF, !,` COUNTY OF a ) '`•• � �•''� • The fore�jjing instrument w s acknowledged before me by e yl 1 1 £c this / --7v`day of SC b?/r ,2013 /V0) My commission expires: 9////6 Notary Public EXHIBIT A EXERCISE AND CPR CERTIFICATIONS (Exercise and CPR Certifications to be inserted as Exhibit A) Training ID _ 0237 TX7 Center Name Laerdal Medical Corp. TC TC info _ 226 FM 116,Gatesville,TX 76528 Course Location Valley V iew.flospital instructor inst.ID Name Nancy Smith 12102196553 Holder's Signature 2O American ti=.6 TarnP$flC..0t4 qles cvd ii4 ages its appears:0:x 9G•184Y1 • Healthcare Annerican Heart Provider Associatiork Jennifer Amy Cockerell This card certifies that the above individual has successfully completed the cognitive and skits evaluations in accordance with the curriculum of the American Heart Association BLS for Healthcare Providers(CPR and AM)Program. 11-14-2012 11 -2014 Issue Date Recommerded Renewal Date • EXHIBIT B INSURANCE CERtIN'ICATIONS (Insurance Certifications to be inserted as Exhibit B) , . • �~~~_ HEALTHCARE PROVIDERS SERVIk~L:. ORGANIZATION PURCHASING GROUP ^ � (Certificate Aicate of ..31iWuralicr ��P OCCURRENCE POLICY FORM PRODUCER BRANCH PREFIX POLICY NUMBER Policy Period: 018098 ' 970 HP8 0247832801'8 From 06/10/13 to 06/ 0/14 at 12:01 AM Standard Time Named Insured Program Administered bv: Healthcare Providers Service Organization Jennifer ACockerel! 159 E. County Line Road PO Box 3833 Hatboro, PA 19040-1218 Eagle, CO 31631-3833 1-800-982-9491 www.hpso.com Medical Specialty Code Insurance is provided by: Physical Therapist 80995 American Casualt Company of Reading, Penn / ia 333 South Wabash Avenue Chicago, Illinois 6O8O4 Professional Liability $1.00O.O0U each claim $3,000,000 aggregate Your professional liability limits shown above'=/"u°:he following: •Good Samaritan Liability • Malplacement Liability • Personal Injury Liability • Sexual Misconduct included in the PL Limit shown above subject to$25,000 aggregate sublimit Coverage Extensions License Protection $ 25,000 per proceeding $ 25,000 aggregate | Defendant Expense Benefit 1,000 per day limit $ 25,000 aggregate Deposition Representation $ 10,000 per deposition $ 10,000 aggregate Assault $ 25,000 per incident $ 25,000 aggregate Includes worApla^e Violence Counseling Medical Payments $ 25,000 per person $ 100,000 aggregate First Aid $ 10,000 per incident $ 10.000 aggregate Damage to Property of Others $ 10,000 per incident $ 10,000 aggregate Information Privacy(HIPAA)Fines& Penalties $ 25,000 per incident $ 25,000 aggregate Workplace Liability ___ Workplace Liability Included in Professional Liability Limit shown above Fire and Water Legal Liability included in the PL limit above subject to$150,000 aggregate sublimit Personal Liability $1,000,000 aggregate Total:$157'00 Premium reflects employed, full-time rate. • list for a qeneral description of many common policy forms and endorsements.) G-121500-D G-121501-C S-121503'C G-145184-A G-147292-A GSL3886 GSL3908 GSL13424 GSL15563 GSL15564 GSL15565 G8L17101 G-123846-005 Chairman of the Board Secretary Keep this Certificate of Insurance in a safe place. This Certificate or Insurance and proof of payment are your proof of coveraqe. There is no coverage in force unless the premium is paid in full. In order to activate your coverage,please remit premium in full by the effective date of this Certificate of Insurance Form #: G-141241-B (3/2010) Master Policy: 188711433 - ' -~ �� �s���. ���`�m� "� 2483