HomeMy WebLinkAboutC14-065 Early Childhood Partners AGREEMENT BETWEEN EAGLE COUNTY AND Early Childhood Partners (Early Head Start Mental Health Consultation) This Agreement("Agreement")dated as of this 7 th- day of "'vai `i , 2014, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ("County"), and Early Childhood Partners, LLC, with a mailing address of P.O. Box 4532, 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 (the"Services")incorporated herein by reference. The Services are generally described as providing high quality maternal and child mental-health consultation to Eagle County Early Head Start 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 knowingly enter into any arrangement with third parties that will conflict in any manner with this Agreement. 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 upon execution of the Agreement by both parties 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 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 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. 2 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." 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). 3 r ' 5. Indemnification: The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim,damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 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. 4 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 Health& Human Services Toni Rozanski Early Childhood Partners P.O. Box 660 P.O. Box 4532 Eagle, CO 81631 Eagle, CO 81631 970-328-8852 8. 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: a. Types of Insurance. i. Workers' Compensation insurance 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 and $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage and as set forth above shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor's certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. 5 iv. 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 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. v. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to 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 of the Contractor rendering the Contractor's Services,the Contractor may acquire knowledge of the business 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. 6 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.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 (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. 7 (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 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. 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 B • „ K-ith P. Montag, County Manager Early Childhood Partners, Inc. By: Jean McQue(enney, ec ive Director State of Cc) ur.a. County of The foregoing instfument was acknowledged befom me on this7.3 r &day of—SnLAcx f c( 20 I`( by J ('C it rte. 1"1V`C_C Lti4 who is personally known to me or has produced Cc; �� l rr as identifi Lion. Notary's Signature My commission expires: ( i Z�' 1 �( NOTARY PUBLIC 8 STATE OF COLORADO My Commission Expires 09/21/2014 EXHIBIT A SCOPE OF SERVICES. PAYMENT& FEE SCHEDULE Description of Services: The term of this Agreement shall commence upon execution of the Agreement by both parties and shall end on December 31, 2014. Contractor shall provide high quality maternal and child mental health consultation and training to Eagle County Early Head Start staff, including, but not limited to,the following: 1. Mental Health one on ones with all home visitors and family advocates monthly, or as needed. Including but not limited too reflective consultation with home visitors about general issues related to family mental health needs and child development. 2. Consultation with the Supervisor/Manager every other month, including participation in case conferences. 3. Provide training and coaching to staff(home and contracted center-based), and parents on promoting the social emotional development of parents, infants and young children. 4. Availability to attend home visits for families at staffs request when mental health issues arise. Payment and Fee Schedule: County will compensate Contractor for mental health consultation and training services at a rate of$80 per hour for a maximum of 112 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$8,960 9 EXHIBIT B PROOF OF INSURANCE (Certificate of insurance to be inserted as Exhibit B) 10 OP ID:AK AAWRE..7 CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 02!04!2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME Arrow Insurance Mgt-Avon PHONE rXR 70 Benchmark Rd#103 INC,No,Est): I: (Arc,No): P.O.Box 918 E-MAIL ADDRESS: .......__� _ Avon,CO 81620 —Fr- Angie Kriedeman cum MERiof EARLY-2 INSURER(S)AFFORDING COVERAGE NAIC0 ' INSURED Early Childhood Partners ;NEURERA:PinnaCOl Assurance 41190 PO Box 4532 INsuRER e,;Philadelphia Insurance Co Eagle,CO 81631 INSURER C INSURER D: T__._ INSURER E: INSURER F_^^..� COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _._.. _ AD M:150E pOTTC- EPP-I POLICY EXIs ILT$RR TYPE OF INSURANCE U1SR WYD POLICY NUMBER I MMIDDIYYYY MMIDDIYYYY.i LIMITS GENERAL LIABILITY .. 3..... . l i.LETCIl()S L R.rCE $ 1000,000 B X 1 c,.)!-ANIERCLAL GENERAL LIRE'LITY PHPK817390 1 02/11/201310211112014 i giEM,C7,1 t, E tY„c.i._ t 100,000 - L `� 1 EC,F_n..?(A en W ont I$ !c°AIh1�r.+ADE 1 X � ...._IR y 5,0©0 PERSONA,.&a L,A c j,_Rr $ 1,000,000 II, G ENE. Al -,RE A.- $ , GE NI . U T -COMP OP AG^ a 2,000,00 C ESL AGGREGATE MIT*RUES PER; I P>OD.. ......—_ .. _.. ._.._..2,000,000 —1 POLICY i '�'f-:CT 3 ,_,C I € i - I� AUTOMOBILE LIABILITY i - CE,EN 'ANG LE tiL1?T 1 (Ea ac 21 $ WI'ALIT 7 t;:ILI I! Y(Per peso-0 1$ ALL 0 NED AUTOS F I..E R,(F i,r.ident),s SCHEDULED UT_ l ;v� I$ �1 HIRED A TJ RACCIDENT .--. ---. _ 1 NON OI E EZ,AUTOS —_— .-.,.°- i I 111 $ UMBRELLA LIAB I O IP EACH uC JPPLNC__,.•. $ 'EXCESS LIAB I I Ci_ I IS M UE A R I i GRC .,. _ DEDL�cII,�LE Y -- { i RETENTIEN £ 1 WORKERS COMPENSATION X I-WRY r i:U �:films AND EMPLOYERS LIABIL TY A AN eo '-ToREM NI R EE.CUTE'VE Sr-r N 134932 10/0112013 10/01/2014 1 L EACH ACCIDENT _� 100,000 'JFr+LEE,'±EMSER E!CLULEE I I N I A'. 10ti,00ik ' (Mandatory fn NH) I , CL EA FAd L. M n,3.-E 5 If yes 1 cafe cadet I E L D ..-. I'0 OMIT $ 500,000 EFECR<. -U 1 OF OPERA IONS CeiO,i B Professional Liab I ,PHPK817390 02/1112013 02/11/2014 Aggregate 2,000,000, lOccurrenc 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) CERTIFICATE HOLDER CANCELLATION EAGLECO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Eagle County PO Box 660 AUTHORIZED REPRESENTATNE Eagle,CO 81631 1_ O 1969-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009109) The ACORD name and logo are registered marks of ACORD