HomeMy WebLinkAboutC13-319 Early Childhood Partners Agreement AGREEMENT BETWEEN EAGLE COUNTY. COLORADO
AND
EARLY CHILDHOOD PARTNERS
(Nurse-Family Partnership Mental Health Consultation)
This Agreement("Agreement")dated as of this - day of()( L ,200,is
between the County of Eagle, State of Colorado,a body corporate and politic,by and through its
Board of County Commissioners("County"),with a mailing address of 500 Broadway, Post
Office Box 850,Eagle,CO 81631 and Early Childhood Partners,LLC,a Colorado limited
liability company with a mailing address of P.O. Box 4532,Eagle,CO 81631 ("Contractor").
WHEREAS, the County, through its Department of Health and Human Services
("HHS"),works to promote the health, safety and welfare of County residents of all ages; and
WHEREAS, the use of outside providers enhances the ability of the County to promote
such health,safety and welfare; and
WHEREAS, County wishes to hire Contractor to perform the services outlined in Section
1.1 hereunder;and
WHEREAS,County and Contractor intend by this Agreement to set forth the scope of
the responsibilities of the Contractor in connection with the services and related terms and
conditions to govern the relationship between Contractor and County in connection with the
services.
AGREEMENT
NOW THEREFORE,based upon the representations by Contractor set forth in the
foregoing recitals,for good and valuable consideration,including the promises set forth herein,
the parties agree to the following:
1. Scope of Services:
1.1 The Contractor will provide the services more particularly set forth in the attached
Exhibit"A"labeled Scope of Services, Payment and Fee Schedule(the"Services")incorporated
herein by reference. The Services are generally described as providing high quality maternal and
child mental-health consultation to Eagle County Nurse-Family Partnership(NFP)staff.
1.2 Any revision, amendment or modification of this Agreement shall be valid only if
in writing and signed by all parties. Except as may be expressly altered by the amendment, all
terms and conditions of this Agreement shall control. To the extent the terms and conditions of
this Agreement may conflict with Exhibit"A"or any future exhibits or amendments,the terms
and conditions of this Agreement shall control.
1.3 The Contractor agrees that Contractor will not of knowin enter into any
arrangement with third parties that will conflict in any manner with this Agreement.
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1.4 Contractor has given the County a proposal for performing the Services and
represented that it has the expertise and personnel necessary to properly and timely perform the
Services.
2. Term of Agreement:
2.1 The term of this Agreement shall commence on January 1,2014 and shall end on
December 31,2014,unless earlier terminated in accordance with the terms of this Agreement.
2.2 This Agreement may be terminated by either party for any reason with 15 days
written notice,with or without cause,and without penalty. In the event the Contractor files for
bankruptcy or is declared bankrupt or dissolves,County may declare in writing that this
Agreement is terminated, and all rights of Contractor and obligations of County,except payment
of accrued but unpaid fees as set forth in Section 2.3 hereof,shall terminate immediately.
2.3 In the event of any termination of this Agreement, Contractor shall be
compensated for all incurred costs and hours of work then satisfactorily completed,plus
approved expenses.
3. Independent Contractor:
3.1 With respect to the provision of the Contractor's Services hereunder,Contractor
acknowledges that Contractor is an independent contractor providing Contractor's services to the
County. Nothing in this Agreement shall be deemed to make Contractor an agent,employee,
partner or representative of County.
3.2 The Contractor shall not have the authority to,and will not make any
commitments or enter into any agreement with any party on behalf of County without the written
consent of the Board of County Commissioners.
3.3 The Contractor and its employees are not entitled to workers' compensation
benefits through the County. The Contractor is solely responsible for necessary and adequate
workers' compensation insurance and shall be responsible for withholding and paying all federal
and state taxes. The Contractor and its employees are not entitled to unemployment insurance
benefits unless unemployment compensation coverage is provided by an entity other than the
County. The Contractor hereby acknowledges full and complete liability for and timely payment
of all local, state and federal taxes imposed including, without limitation,tax on self-employment
income,unemployment taxes and income taxes.
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4. Compensation:
4.1 For the Contractor's Services provided hereunder,County shall pay to the
Contractor a fee as set forth in the attached Exhibit"A." In no event shall the total compensation
under this Agreement exceed three thousand six hundred dollars($3,600)without an amendment
hereto. Contractor will not be entitled to bill at overtime and/or double time rates for work done
outside normal business hours unless specifically authorized to do so by County. Fees for any
additional services will be as set forth in an executed addendum between the parties.
4.2 For reimbursement Contractor must submit invoices by the fifth business day of
each month. Invoices shall include a description of services performed. If County is not
satisfied with the completeness of a submitted invoice, County may request Contractor to either
revise the invoice or provide additional information. Fees will be paid within thirty(30)days of
receipt of a proper and accurate invoice from Contractor for Contractor's Services.
All invoices must be mailed or delivered in-person to the following address to ensure
proper payment. Invoices sent by fax or email will not be accepted.
Eagle County Health&Human Services
Business Office
550 Broadway
P.O. Box 660
Eagle, CO 81631
4.3 If,prior to payment of compensation or reimbursement for services but after
submission to County of a request therefore by Contractor,County reasonably determines that
payment as requested would be improper because the services were not performed as prescribed
by the provisions of this Agreement,the County shall have no obligation to make such payment.
If,at any time after or during the Term or after termination of this Agreement as hereinafter
provided or expiration of this Agreement, County reasonably determines that any payment
theretofore paid by County to Contractor was improper because the services for which payment
was made were not performed as prescribed by the provisions of this Agreement,then upon
written notice of such determination and request for reimbursement from County,Contractor
shall forthwith return such payment to County.Upon termination of this Agreement as
hereinafter provided or expiration of the Term, any unexpended funds advanced by County to
Contractor shall forthwith be returned to County.
4.4 Notwithstanding anything to the contrary contained in this Agreement,no charges
shall be made to the County nor shall any payment be made to the Contractor in excess of the
amount for any work done in respect of any period after December 31st of the calendar year of
the Term of this Agreement,without the written approval in accordance with a budget adopted
by the Board of County Commissioners in compliance with the provisions of Article 25,Title 30
of the Colorado Revised Statutes,the Local Government Budget Law(C.R.S. § 29-1-101 et seq.)
and the TABOR Amendment(Colorado Constitution,Article X, Sec. 20).
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5. Indemnification:
Within the limits allowed by law,Contractor shall indemnify County for,and hold and
defend the County and its officials,boards,officers,principals and employees harmless from all
costs,claims and expenses,including reasonable attorney's fees and costs, arising from claims of
any nature whatsoever made by any person in connection with the negligent acts or omissions of,
or presentations by, the Contractor in violation of the terms and conditions of this Agreement.
This indemnification shall not apply to claims by third parties against the County to the extent
that the County is liable to such third party for such claim without regard to the involvement of
the Contractor.
6. Contractor's Professional Level of Care and Additional Duties:
6.1 In rendering its services hereunder,Contractor shall comply with the highest
standards of customer service to the public. Contractor shall provide appropriate supervision of
its employees to ensure the maintenance of these high standards of customer service and
professionalism,the performance of such obligation to be determined at the sole discretion of
County. In the event that County finds these standards of customer service are not being met by
Contractor,County may terminate this Agreement, in whole or in part,upon ten(10)days notice
to the Contractor.
6.2 All funds received by Contractor under this Agreement shall be or have been
expended solely for the purpose for which granted, and any funds not so expended,including
funds lost or diverted for other purposes,shall be returned to County. Contractor shall provide
the County with progress reports upon County's request; or Contractor shall furnish progress
reports as more specifically set forth in the attached Exhibit"A".
6.3 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 HHS representatives in
the observation and evaluation of the program and records. Contractor shall have the right to
dispute any claims of misuse of funds and seek an amicable resolution with County.
6.4 Contractor shall comply with all applicable federal,state and local rules,
regulations and laws governing services of the kind provided by Contractor under this
Agreement. Contractor shall be solely responsible for ensuring proper licensing and
credentialing of those providing services under this Agreement.
6.5 Contractor shall comply with the requirements of the Civil Rights Act of 1964
and Section 504,Rehabilitation Act of 1973,concerning discrimination on the basis of race,
color, sex, age,religion, political beliefs,national origin, or handicap.
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7. Notice:
Any notice required under this Agreement shall be given in writing by registered or certified
mail;return receipt requested which shall be addressed as follows:
COUNTY: CONTRACTOR:
Eagle County Public Health
Jennie Wahrer Early Childhood Partners
P.O.Box 660 P.O.Box 4532
Eagle, CO 81631 Eagle,CO 81631
970-328-2604
8. Insurance:
8.1 At all times during the term of this Agreement Contractor shall maintain in full
force and effect the following insurance:
Insurance Type Coverage Minimums
•Workers' Compensation Statutory
• Employers Liability,including $500,000
Occupational Disease
• Comprehensive General Liability,including $600,000 per occurrence or as specified in
Broad Form Property Damage the Colorado Governmental Immunity Act,
whichever is greater
• Professional Liability Insurance $500,000 per occurrence
8.2 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.
9. Non-Assignment and Subcontractors:
Contractor shall not assign this Agreement or employ any subcontractor without the prior
written approval of the County Representative, who is designated in Section 7 of this Agreement.
The Contractor shall be responsible for the acts and omissions of its agents,employees and sub-
contractors. The Contractor shall bind each subcontractor to the terms of this Agreement. The
County may terminate this Agreement, if the Contractor assigns or subcontracts this Agreement
without the prior written consent from the County, and any such assignment or subcontracting
shall be a material breach of this Agreement.
10. Jurisdiction and Confidentiality:
10.1 This Agreement shall be interpreted in accordance with the laws of the State of
Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof.Venue shall
be in the Fifth Judicial District for the State of Colorado.
10.2 The Contractor acknowledges that,during the term of this Agreement and in the course
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of the Contractor rendering the Contractor's Services,the Contractor� tractor may acquire knowledge of the
operations of the County not generally known deemed confidential. Contractor shall not
disclose,use,publish or otherwise reveal,either directly or through another,to any person,firm or
corporation,any such confidential knowledge or information and shall retain all knowledge and
information which she has acquired as the result of this Agreement in trust in a fiduciary capacity for the
sole benefit of the County during the term of this Agreement,and for a period of five(5)years
following termination of this Agreement. Any such information must be marked as confidential.
The parties recognize that the County is subject to the Colorado Open Records Act and nothing
herein shall preclude a release of information that is subject to the same.
11. Miscellaneous:
11.1 This Agreement constitutes the entire Agreement between the parties related to its
subject matter. It supersedes all prior proposals,agreements and understandings,either verbal or
written.
11.2 This Agreement does not and shall not be deemed to confer upon or grant to any
third party any right enforceable at law or equity arising out of any term,covenant,or condition
herein or the breach hereof.
11.3 Invalidity or unenforceability of any provision of this Agreement shall not affect
the other provisions hereof, and this Agreement shall be construed as if such invalid or
unenforceable provision was omitted.
12. Prohibitions on Public Contract for Services:
If Contractor has any employees or subcontractors,Contractor shall comply with C.R.S. §
8-17.5-101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract.
By execution of this Contract, Contractor certifies that it does not knowingly employ or contract
with an illegal alien who will perform under this Contract and that Contractor will participate in
the E-verify Program or other Department of Labor and Employment program ("Department
Program") in order to confirm the eligibility of all employees who are newly hired for
employment to perform work under this Contract.
(a) Contractor shall not:
(i) Knowingly employ or contract with an illegal alien to perform
work under this contract for services; or
(ii) Enter into a contract with a subcontractor that fails to certify to the
Contractor that the subcontractor shall not knowingly employ or
contract with an illegal alien to perform work under the public
contract for services.
(b) Contractor has confirmed the employment eligibility of all employees who
are newly hired for employment to perform work under this Contract
through participation in the E-verify Program or Department Program, as
administered by the United States Department of Homeland Security.
Information on applying for the E-verify program can be found at:
http://www.dhs.Qov/xprevprot/programs/gc 1185221678150.shtm
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(c) The Contractor shall not use either the E-verify program or other
Department Program procedures to undertake pre-employment screening
of job applicants while the public contract for services is being performed.
(d) If the Contractor obtains actual knowledge that a subcontractor performing
work under the public contract for services knowingly employs or
contracts with an illegal alien, the Contractor shall be required to:
(i) Notify the subcontractor and the County within three (3) days that
the Contractor has actual knowledge that the subcontractor is
employing or contracting with an illegal alien; and
(ii) Terminate the subcontract with the subcontractor if within three
(3)days of receiving the notice required pursuant to subparagraph
(i) of paragraph (d) the subcontractor does not stop employing or
contracting with the illegal alien; except that the Contractor shall
not terminate the contract with the subcontractor if during such
three days the subcontractor provides information to establish that
the subcontractor has not knowingly employed or contracted with
an illegal alien.
(e) The Contractor shall comply with any 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).
(t) 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.
(g) The County will notify the office of the Colorado Secretary of State if
Contractor violates this provision of this Contract and the County
terminates the Contract for such breach.
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement the day and
year first above written.
COUNTY OF EAGLE, STATE OF COLORADO
By and through its County Manager
By: _
• -ith P.Montag,County Manage
Early Childhood Partners,Inc.
By: 'OR
Jeanne Queeney,E4ve Director
STATE OF COLORADO )
ss
County of e )
The foregoing was acknowledged before me this /
Director `/ day of �''20�
by Jeanne McQueeney, ector of Early Childhood Partners,Inc.
Witness my hand and official seal.
My commission expires: /, G`6 i
otary Pu.lic `
4t d3' ti
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FcY 8
A
EXHIBIT A
SCOPE OF SERVICES. PAYMENT&FEE SCHEDULE
Description of Services:
The term of this Agreement shall commence January 1, 2014 and shall end on December 31,
2014.
Contractor shall provide high quality maternal and child mental health consultation and training
to Eagle County Nurse-Family Partnership(NFP)staff, including, but not limited to,the
following:
1. Team consultation with the Supervisor and visiting nurses including participation in
case conferences, provision of suggestions and feedback.
2. Nurse home visitors will be guided to build upon their skills of self-care, assessment,
reflection, and motivational interviewing.
3. Reflective consultation with home visitors about general issues related to family
mental health needs and child development.
4. Provide training and coaching to staff on promoting the social emotional
development of parents, infants and young children.
5.
Serve on the Nurse-Family Partnership Advisory Council, meeting 4 times per year.
6. Consultation on home visits with the home visitation nurse not to exceed 12 times
per calendar year.
Payment and Fee Schedule: County will compensate Contractor for mental health consultation
and training services at a rate of$75 per hour for a maximum of 48 hours. Contractor will
submit an invoice monthly. Reimbursement is subject to timely receipt of written assessment,
plan, and reports.
The maximum amount of reimbursement under this agreement is$3,600.
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