No preview available
HomeMy WebLinkAboutC16-044 American Planning Association Plan4HealthAGREEMENT BETWEEN THE COLORADO CHAPTER OF THE AMERICAN PLANNING ASSOCIATION AND EAGLE COUNTY. COLORADO THIS AGREEMENT ("Agreement") is effective as of February 5,2016, by and between the Colorado Chapter of the American Planning Association, a Colorado non-profit corporation ("Grantor"), and Eagle County, Colorado, a body corporate and politic ("Subgrantee"). RECITALS WHEREAS, the American Planning Association (.'APA"), in partnership with the American Public Health Association (APHA) received an award from the Centers of Disease Control and Prevention ("CDC") as part of the National Dissemination and Implementation program within the Division of Community Health, Funding Opportunity Announcement #DP14-1418 ("Sponsor"). These funds have allowed APA to bring support to local coalitions in efforts to reduce chronic disease in communities across the United States through the APA's Plan4Health project (the "Project"); and, WHEREAS, the Healthy Communities Coalition of Eagle County (the "Healthy Communities Coalition"), in conjunction with the Colorado Public Health Association and Grantor, applied for funding under the Plan4Health Project; and, WHEREAS, Grantor has received an award of grant funds in the amount of $125,000 (the "Grant") from the APA pursuant to the Plan4Health Grant Agreement ("Grant Agreement"); and, WHEREAS, Grantor will be responsible for adherence to general grant expectations, financial reporting, community action plan objectives and evaluation requirements through the project period, while Project implementation and task management will be determined by Healthy Communities Coalition members; and WHEREAS, the Subgrantee is a member of and the fiscal agent of the Healthy Communities Coalition and has experience and expertise in conducting the Scope of Work, as defined below in Paragraph 1, and has experience and expertise in administering grant funds; and, WHEREAS, the jurisdiction of the Subgrantee comprises the focus area for the Scope of Work. NOW, THEREFORE, for good and valuable consideration and for mutual promises contained herein, the Grantor hereby awards this Agreement under the Project to the Subgrantee, subject to the following terms and conditions: 1. SCOPE OF WORK: The Healthy Communities Coalition is administered and coordinated by Subgrantee. Eagle County Public Health and Environment and Eagle County Planning Staff will lead the Project on behalf of the Subgrantee and will perform the Scope of Work, with the Agreement - February 5, 2016 Plan4Health - Colo APA and Eagle Gounty Page 1 of7 C16-044 2. 3. involvement and support of other Healthy Communities Coalition members. Specific duties and compensation for Coalition members shall be determined through separate agreements with each entity. The scope of work ("Scope of Work"), which defines the roles and responsibilities of the Subgrantee is outlined below: a. Conduct a policy scan of municipal comprehensive plans to determine existing policies that support andlor prohibit heatlhy eating and active living (HEAL) in the context of the built environment. b. In cooperation with municipalities, prepare and consider the adoption of a Resolution that prioritizes HEAL goals. Amendments, modifications, and additions to existing local govemment health related policies may be included in the Resolution prioritizing HEAL goals. c. Promote the public awareness of HEAL goals as outlined in the Plan4Health Project. d. Consider cross-jurisdictional cooperation for coordinated efforts to support HEAL goals throughout the Eagle River Valley. e. Develop a community engagement program, as described in the Plan4Health Project, and other community engagement resources that will be helpful to municipalities. f. Comply with all requirements of the Grant, including including but not limited reporting, budgeting, expenditures, seeking amendments to this Agreement when appropriate, and providing required deliverables in a timely manner. STATUS OF SUBGRANTEE: In its perfolmance of this Agreement, the Subgrantee shall be an independent entity and not an employee or agent of the Grantor and shall have no authority to bind or commit the Grantor to any agreement or other obligations. PERFORMANCE BY SUBGRANTEE: The Subgrantee shall provide the necessary personnel, equipment, facilities and supplies to perform the tasks set forth in the Scope of Work and shall exercise full authority over its personnel, and shall comply with all worker's compensation, employer liability and other federal, state, county and municipal laws, ordinances, rules and regulations required of an employer providing services as contemplated by this Agreement. PERFORMANCE PERIOD: a. The Subgrantee shall perform the Scope of Work required under this Agreement from January 1,2016 through September 30,2016 ("Performance Period"). b. The Performance Period may be extended at the sole discretion of the Grantor, and at funding agreed to by both parties. PLAN4HEALTH GRANT AGREEMENT: To the extent applicable, the Subgrantee shall be subject to the terms and conditions of the Plan4Health Grant Agreement between the APA and the Colorado Chapter of the American Planning Association. 4. 3. Agreement - February 5, 2016 Plan4Health - Golo APA and Eagle County Page 2 of 7 6.PROJECT FUNDS : a. Grantor received the total sum of $125,000 under the Grant Agreement. Pursuant to the Grant budget, $7,500 of the Grant has been allocated to the Grantor for its contribution as the fiscal agent of the Grant. Grantor will disburse Grant funds to Subgrantee in two equal installments, as it receives Grant funds from the APA. From each disbursement made to Subgrantee, Grantor will withhold the sum of $3,750 to account for payment of the $7,500 Grant allocation. Total funds disbursed under this Agreement to Subgrantee shall not exceed ONE HUNDRED SEVENTEEN THOUSAND FIVE HUNDRED U.S. DOLLARS [$117,500.00](the "Project Funds"). Project Funds shall be allocated by Subgrantee pursuant to the approved budget for the Grant. The parties acknowledge that the Subgrantee may reallocate up to 25%o of the funds in the Grant budget without prior approval from the Grantor. b. Subgrantee will provide Grantor with monthly reports documenting how the Project Funds were expended during the prior month. Along with the reports, Subgrantee will provide copies of invoices, receipts and other supporting documentation. RESPONSIBILITIES OF GRANTOR: The Grantor shall: ^. Disburse funds to the Subgrantee in accordance with this Agreement, the Grant Agreement and federal, state and local laws; b. Monitor the Subgrantee to ensure funding under this Agreement is used in accordance with all applicable conditions, requirements and restrictions applicable to funds awarded under this Agreement; c. Provide information on current and any subsequent changes to the terms and conditions of the Grant Agreement addressed by the funding in this Agreement; and d. Take action to recover funds that are not used in accordance with the conditions, requirements or restrictions applicable to funds awarded under this Agreement. 8. RESPONSIBILITIES OF SUBGRANTEE: The Subgrantee shall: a. Ensure the funds awarded under this Agreement are used in accordance with conditions, requirements and restrictions of federal, state and local laws, as well as the terms and conditions of the Grant Agreement; b. Maintain proper documentation and supporting statements for all expenditures as may be required by the Grant Agreement and supplemental requirements of the APA; c. Take prompt corrective action, including reimbursing amounts resulting from an adverse finding, sanction, or penalty, if the Grantor, the Sponsor or other entity authorized by federal, state or local law should determine compliance with the conditions, requirements, and restrictions applicable to the federal program from which this Agreement was awarded has not been achieved; d. Prepare financial reporting in accordance with the requirements of the Grant Agreement; e. Prepare monthly evaluation reports throughout the Project Period in accordance with the requirements of the Grant Agreement; Agreement - February 5, 20'16 Plan4Health - Colo APA and Eagle County Page 3 of 7 7. f. Make records available to the Grantor, the Sponsor or other authorized govemmental agencies for review, audit and investigation for up to three (3) years after the effective date of the Agreement close-out; and g. Assist in gathering and compiling information for annual close-out reporting to the Sponsor. 9. PROPERTY RIGHTS: All data collected as a result of this Agreement shall be the property of the Grantor. Notwithstanding the foregoing, the names, addresses and other identifying information of community members participating in the community engagement process under the Plan4Health Project will be withheld. The Subgrantee, or other entities with which it enters into legal agreements,may copyright any of the copyrightable material produced in conjunction with the performance required under this Agreement. The Grantor hereby reserves a royalty-free, non-exclus.ive and irrevocable right to reproduce, publish or otherwise use and to authorize others to use the copyrightable material. 10. TERMINATION: a. Termination Due to Unavailabilitv of Funding: The Subgrantee understands that the availability of funds is contingent on appropriations made by the Sponsor. If at any time the Grantor determines that funds are insufficient to sustain existing or anticipated spending levels, the Grantor may reduce, suspend or terminate any reimbursement, other payments or allocations of funds provided by the Grantor to the Subgrantee, or other form of financial assistance as the Grantor determines appropriate. b. Termination by Mutual Consent: This Agreement may be terminated in whole or in part, prior to the completion of the Subgrantee's activities under the Agreement, when both parties agree that continuation is not feasible or would not produce beneficial results commensurate with the further expenditure of funds. The parties must agree on the termination conditions, including effective date and the portion of the Agreement to be terminated. c. Termination for Cause: In the event of a default or violation of the terms of this Agreement by the Subgrantee or its failure to use the Project funds for only the purposes set in the Scope of Work, the Grantor may take the following action: i. Suspension: After notice to the Subgrantee, suspend this Agreement and withhold any further disbursement or prohibit the Subgrantee from incurring additional obligations ofProject funds, pending corrective action by the Subgrantee. ii. Termination: Terminate this Agreement in whole or in part, at any time before the date of completion, whenever it is determined that the Subgrantee has failed to comply with the terms and conditions of this Agreement. The Grantor shall promptly notify the Subgrantee in writing of the determination and the reasons for the termination together with the effective date. Disbursements made to the Subgrantee or recoveries by the Grantor shall be in accordance with the legal rights and liabilities of the parties. Disbursements and recoveries may include, but are not limited to, payments allowed for costs determined to be not in compliance with the terms of this Agreement up to the date of termination. The Subgrantee shall return to the Grantor Agreement- February 5, 2016 Plan4Health - Colo APA and Eagle County Page 4 of 7 all unencumbered Project funds. Further, any costs previously paid by the Grantor which are subsequently determined to be unallowable through audit and close-out procedures may be recovered pursuant to the closeout procedures herein. iii. Recovery of Funds: In the event of default, failure to complete the tasks under the Scope of Work or violation of the terms of this Agreementby the Subgrantee, the Grantor may institute such action as necessary to reduce, withdraw or recover all or part ofthe Project funds from the Subgrantee. 11. RELEASE AND INDEMNITY: To the extent permitted by law, the Subgrantee shall assume all risk of loss and hold the Grantor, its employees, agents, assignees and legal representatives harmless from all liabilities, demands, claims, suits, losses, damages, causes of actions or judgments, and all expenses incident thereto, for: il. Injuries to persons and for loss of, damage to, or destruction of property arising out of or in connection with this Agreement and proximately caused by the negligent or intentional acts or omissions of the Subgrantee, its officers, employees or agents; b. Any losses caused by failure by the Subgrantee to comply with terms and conditions of this Agreement; and c. For any losses caused by other parties which have entered into agreements with the Subgrantee. 12. SUBCONTRACTOR OR THIRD-PARTY INVOLVEMENT: Grantor acknowledges that Subgrantee may engage subcontractors or other third parties, such as Healthy Communities Coalition members or local municipalities to perform portions of the Scope of Work under this Agreement. 13. FINANCIAL RESPONSIBILITY OF SUBGRANTEE: The Subgrantee assumes sole responsibility for reimbursement to the Grantor or the Sponsor of a sum of money equivalent to the amount of any expenditures disallowed should the Sponsor or an authorized agency rule through audit exception or some other appropriate means that expenditures from funds allocated to the Subgrantee for direct and/or indirect costs were not made in compliance with the regulations of the granting or funding agency or the provisions of this Agreement. 14. LIMITATION OF LIABILITY: To the extent permitted by law, the Grantor agrees to be responsible for any liability directly related to any and all acts of negligence by the Grantor. To the extent permitted by law, the Subgrantee agrees to be responsible for any liability directly related to any and all acts of negligence by the Subgrantee. In no event shall either party be liable for any indirect or consequential damages, even if the Grantor or the Subgrantee knew or should have known of the possibility of such damages. The parties hereto understand and agree that the Subgrantee 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 Subgrantee, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. Agreement- February 5, 2016 Plan4Health - Colo APA and Eagle County Page 5 of 7 15. CONTRACT CLOSE-OUT: Upon the expiration of the Performance Period or notice of termination of this Agreement, the following procedures shall apply for close-out of this Asreement: Upon request from the Subgrantee, any allowable reimbursable cost not covered by the previous payments shall be paid by the Grantor. The Subgrantee shall not incur new obligations after the termination or expiration of this Agreement, and shall attempt to cancel as many outstanding obligations as possible. The Subgrantee shall immediately return to the Grantor any unobligated balance of funds disbursed to Subgrantee or shall manage such funds in accordance with the Grantor instructions. 16. NOTICES: ^. All notices given under the terms of this Agreement shall be sent by either e-mail or certified mail, postage prepaid, addressed to the respective party atthe address set forth below, or to such other addresses as the parties shall designate in writing. b. Notice by the Subgrantee to the Grantor shall be addressed to: Shelia Booth Administrator Colorado Chapter of the American Planning Association P.O. Box 49573 Colorado Springs, CO 80949 sbooth@apacolorado.org (303) 495-6994 Notice by the Grantor to the Subgrantee shall be addressed to: Katie Haas He althy Communitie s C o ordinator Eagle County Public Health and Environment P.O. Box 660 Eagle, CO 81631 Katie.haas@,eaglecountJt.us (970) 328-8855 17. ENTIRE AGREEMENT; AMENDMENT: This document constitutes the entire agreement between the Grantor and the Subgrantee as to all matters herein. Only a document signed by both parties may amend this Agreement. Both the Grantor and the Subgrantee agree that any amendments to laws or regulations pursuant to which the Grant Award was made shall result in the correlative modification of this Agreement without the necessity for executing written amendments. Any written amendment shall be prospective in nature. 18. GOVERNING LAW, VENUE: The construction and interpretation of this Agreement shall be determined under Colorado law and the venue for any dispute shall be in the City and County of Denver. Agreement - February 5, 2016 Plan4Health - Colo APA and Eagle Gounty Page 6 of 7 b. 19. CERTIFICATIONS AND ASSURANCES: By signing this Agreement, the authorized official of the Subgrantee certifies, to the best of his/her knowledge and belief that: n. Neither Subgrantee nor its owners or principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency. b. The Subgrantee shall notify the Grantor of completion of required audits and of any adverse finding which impact this Agreement. c. In performing the Scope of Work, the Subgrantee shall not be in breach of any agreement with a third party. d. No third party has right in, to or arising out of its activities under the Scope of Work. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written. SUBGRANTEE: County of Eagle, State of Colorado, by and through its Board of County Commissioners: ATTEST:Jca",nc l't'(r)^ti^ v Teak J.imonton. Clerk to the Board Agreement- February 5, 2016 Plan4Health - Golo APA and Eagle Gounty Page 7 of 7 GRANTOR: f the American Plannins Association: