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HomeMy WebLinkAboutC15-320 Aspen to Parachute Dental Health Alliance AGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY,COLORADO AND ASPEN TO PARACHUTE DENTAL HEALTH ALLIANCE THIS AGREEMENT("Agreement")is effective as of the 11+\day of p�U‘T ,2015 by and between Aspen to Parachute Dental Health Alliance,a Colorado nonprofit corporation(hereinafter"Contractor")and Eagle County,Colorado,a body corporate and politic(hereinafter"County"). RECITALS 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 County uses outside providers and professionals to enhance the ability of County to promote such health,safety and welfare;and WHEREAS,the County desires to hire the Contractor to perform the Services defined below in paragraph 1; and WHEREAS,Contractor is authorized to do business in the State of Colorado and has the time,skill,expertise,and experience necessary to provide the Services as defined below in paragraph 1 hereof;and WHEREAS,this Agreement shall 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 or Work. Contractor agrees to diligently provide all services,labor,personnel and materials necessary to perform and complete the following services: Contractor shall provide on-going technical assistance to two(2)dental providers to integrate the AAR framework for smoking cessation and tobacco dependence treatment model into regular clinical practice.Contractor shall reach out to three(3)dental providers in the community to conduct baseline analysis of current tobacco protocols and practices and discuss the importance of Quitline resources and referrals(the"Services"). The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services no later than June 30,2016. Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. Intentionally Omitted. 2. County's Representative. The Public Health and Environment Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above,and subject to the provisions of paragraph 11 hereof,shall continue in full force and effect through the 30th day of June,2016. III 61c-32 �� 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon w>}itten agreement of the parties.Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. 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 enrichnient,shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment 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. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum not to exceed 3,800.00. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of norm l business hours unless specifically authorized in writing by County. a. For reimbursement Contractor must submit invoices quarterly. Invoices shall include a description of the 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. Payment will be made for Services satisfactorily performed within thirty(30)days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent,tasks performed,who performed each task and such other detail as County may request. All invoices must be e-mailed to the following address to ensure proper payment:_ hhsaccotuntspayable(a eaglecounty.us. b. If,at any time during the term or after termination or expiration of this Agreement,County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement,then upon written notice of such determination and request for reimbursement from County,Contractor shall forthwith return such payment(s)to County. Upon termination or expiration of this Agreement,unexpended funds advanced by County,if any,shall forthwith be returned to County. c. All funds received by Contractor under this Agreement shall be or have been expended solely for the purcose 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. d. 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. e. 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 o County Commissioners in compliance with Article 25,title 30 of the Colorado Revised Statutes,the Local Govern ent Budget Law(C.R.S.29-1-101 et. seq.)and the TABOR Amendment(Colorado Constitution,Article X, Sec.20 . 2 Eagle County HHS General Services Final 5/14 i 6. Subcontractors. 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 subcontractor 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 subcontractor,as approved by County and to the extent of the Services to be performed by the subcontractor,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 subcontractor hired by Contractor and Contractor shall cooperate in such process.The Contractor shall be responsible for the acts and omissions of its agents,employees and subcontractors. 7. 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 A. 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. 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. 3 Eagle County HHS General Services Final 5/14 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. 8. 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;including claims for bodily injury or personal injury including death or loss or damage to tangible or intangible property;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. 9. Ownership of Documents. All documents(including electronic files)and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when(i)personally delivered,or(ii)when mailed in the United States mail,first class postage prepaid,or(iii)when delivered by FedEx or other comparable courier service,charges prepaid,to the parties at their respective addresses listed below,or(iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date,time and receiving facsimile number for the transmission,or(v)when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five(5)days prior written notice of such change to the other party. COUNTY: Eagle County,Colorado Attention: Mandy Ivanov 500 Broadway Post Office Box 850 Eagle,CO 81631 Telephone:970-328-8808 Facsimile: 855-848-8829 E-Mail:mandy.ivanov@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle,Co 81631 Telephone:970-328-8685 Facsimile: 970-328-8699 E-Mail:ratty@eaglecounty.us CONTRACTOR: 4 Eagle County MIS General Services Final 5/14 Aspen to Parachute Dental Health Alliance Attn: Cristina Gair Executive Director P.O.Box 1251 Glenwood Springs,CO 81602 970-989-3913 cgair@mygreatteeth.org 11. Termination. County may terminate this Agreement,in whole or in part,at any time and for any reason, with or without cause,and without penalty therefor with seven(7)calendar days'prior written notice to the Contractor. Upon termination of this Agreement,Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof,in such format as County shall direct and shall return all County owned materials and documents.County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. 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. 13. Execution by Counterparts;Electronic Signatures. 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. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property,and with all local conditions,federal,state and local laws,ordinances,rules and regulations that in any manner affect cost,progress,or performance of the Services. b. Contractor will make,or cause to be made,examinations,investigations,and tests as he deems necessary for the performance of the Services. c. To the extent possible,Contractor has correlated the results of such observations,examinations, investigations,tests,reports,and data with the terms and conditions of this Agreement. d. To the extent possible,Contractor has given County written notice of all conflicts,errors,or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct,at its sole expense,all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the 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 shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to 5 Eagle County HHS General Services Final 5/14 ensure the Services are performed in accordance with this Agreement.In the event County finds these standards of customer service are not being met by Contractor,County may terminate this Agreement,in whole or in part,upon seven(1)days' notice to Contractor.This paragraph shall survive termination of this Agreement. f. 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. g. This Agreement constitutes an agreement for performance of the 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. h. Contractor represents and warrants that at all times in the performance of the Services,Contractor shall cotnply with any and all applicable laws,codes,rules and regulations. i. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest.Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties,and not to any third party. 1. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. m. The invalidity,illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof n. The signatories to this Agreement aver to their knowledge no employee of the County has any personals 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 the Services and Contractor shall not employ any person having such known interests. o. The Contractor,if a natural person eighteen(18)years of age or older,hereby swears and affirms under peinalty 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. p. Contractor shall comply with the Civil Rights Act of 196 and Section 504,Rehabilitation Act of 1973,concerning discrimination on the basis of race,color,sex,age,religion,political beliefs,national origin or handicap. 15. Prohibitions on Government Contracts. 6 Eagle County HHS General Services Final 5/14 As used in this Section 15,the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101,et. seq. If Contractor has any employees or subcontractors,Contractor shall comply with C.R.S. 8-17.5-101,et. seq.,and this Agreement. By execution of this Agreement,Contractor certifies that it does not knowingly employ or contract with an undocumented individual 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 Services under this Agreement. a. Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement;or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual 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 under this Agreement 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 undocumented individual,Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual;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 undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three(3)days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. 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 Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. 7 Eagle County HHS General Services Final 5/14 IN WI ESS WHEREOF,the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE,STATE OF COLORADO, By and Throu:.1 . COUN AGER By: ��/ Brent McFa ,Cou ty Man er ASPEN TO PARACHUTE DENTAL HEALTH ALLIANCE: By: �%— /� Print Name: 7.5.h."?' - t Title: E ife "G' ? `!'' 8 Eagle County FINS General Services Final 5/14 c , __,.....—.N ASTOP-1 OP ID:CO A�RC CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD"'"Y) 08/13/2015 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(ies) 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 Group/Glenwood Ins.Agency NAME: Colleen Hause GIA Grou p 9 y PHONE FAX P 0 Box 1270 (A/C,No.Ext):970-945-9161 (A/C,No):970-945-6027 Glenwood Springs,CO 81602-1270 E-MAIL Nanette R.Avery ADDRESS:colleenh @glenwoodins.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Secura Insurance Companies 22543 INSURED Aspen to Parachute Dental INSURER B:Secura Insurance Companies 22543 Health d/b/a My Great Teeth INSURER C:Pinnacol Assurance PO Box 1251 INSURER D: Glenwood Springs,CO 81602 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. INSR TYPE OF INSURANCE ADDL SUER WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS Jy (MMIDDIYYYY) (MMIDDIYYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X CP32004044 01/01/2015 01/01/2016 DAMAGE PREMISES T(OEa RENTED occurrence) $ 100,000 A X D&OL CP32004054 01/01/2015 01/01/2016 MEDEXP(Anyoneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY jE ET LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY (EOa aBBI I JED SINGLE LIMIT $ 1,000,000 A ANY AUTO CP32004044 01/01/2015 01/01/2016 BODILYINJURY(Perperson) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER 0TH- AND EMPLOYERS'LIABILITY STATUTE ER Y C ANY PROPRIETOR/PARTNER/EXECUTIVE / N/A 4185289 08/08/2015 08/01/2016 E.L.EACH ACCIDENT $ 100,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 100,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 A Professional CP0032004045 01/01/2015 01/01/2016 Proff. 100,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder is additional insured for ongoing operations with respect to the general liability policy. CERTIFICATE HOLDER CANCELLATION EAGLECO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 660 Eagle,CO 81631-0660 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD