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HomeMy WebLinkAboutC16-052 Eagle County School DistrictACREEMENT BETWEEN EAOLE COUNTY, COLORADO
AND
EAGLE COLTNTY SCHOOL DISTRICT. SCHOOL BASED HEALTH CENTER
THIS AGREEMENT ("Agreement") is eflecrive as of rhe lft-**t of T{-b{ Ufrl\tt , 2016 by and berween
Eogle County School Distric! fiscal agent for School Based H"utttr C"r,to 1t*$after "Consultant" or
'Contraclor") and Eagle County, Colorado, a body corporate and politic (hereinaftcr'Coungl").
RECITALS
WHEREAS, Contractor shall provide oral and behavioral health services to 150 studentdpatients and deliver over
445 hours ofservices to those studentdpatients in need, delivering onl healfh sereening, cleanings, varnistr/sealants
as age appropriate and bchavioral counseling to cunent and refened students and children ofEaglc County Schools;
and
WHEREAS, the pafiies acknowledge and agree that the Services (delined bctow) promote the hcalth, safety and
wslfare of the people of Eagle County and are intended to provide services that could otherwise be performed by
Counry directly; and
WHEREAS, Contractor has elected lo perform the Services on its own and County has, therefore, elected to
compensal€ Contractor to perform the Services for the public to fulfill an important public purpose; and
WHEREAS, compensation paid by County to Contraclor enables Contractor to pcrform the Services for the public
and County shall have no responsibility for the performance ofthe Services; and
WHEREAS, County desires to enler into this Agreement with Contractor for the performance of the Scrvices to the
public which will directly support and sustain a healthy, environmentally and cconomically vital and socially diverse
cornmuni6r; 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 I hereof; and
WHEREAS, this Agreement shall govem 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 Egree as
follows:
L Serviccs or Work. Contractor agrees to diligently provide all senices, labor, personnel and materials
necessary to perform and complete the services or work described in Ef!!!|1-1\ ("Services'or "Work") which is
attached hcreto nnd incorporated herein by reference. The Services shall be performed in accordance with the
provisions and conditions of this Agreement.
a. Contractor agrees lo furnish the Services and reports or other informalion required by County in
accordsnce with the schedule established in Exhibit 4. lf no schedule is specified in Exhibit A, then Contractor
agrees to fumish the Services to the public in a timely and expeditious manner consistcnt with the applicable
AP?
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slandard of care. By signing below Contractor represenls that it has the experlise and personnel necessary lo
propcrly and timely perform the Services,
In the event ofany conllict or inconsistency between thc terms and conditions set foilh in Exhibi!
$ and the lenils and conditions set forth in this Agreemen! the terms and conditions set forth in this Agreernent
shall prevail. Contraclor will provide behavioral health evaluation ond counseling, and deliver oral health
screenings, cleaning, varnisMsealonts for t50 students from March to June 2016.
Countv's RepresqEBliye. Thc Public Herlth and Environmcnt Department's designee shall be Contractor's
contact with rcspect to this Agreement and performance of thc Services.
3. Term of the Agreement. This Agreement shall commencc upon the date first written above, and subject to
the provisions of paragraph ll hereof, shall continue in full force and effect through the 30fr day of June,2016.
County makes no representaiions conceming the possibilify of firture Agreements with Contractor and Contractor
should not rely on this Agreement being extended or renewed in the firture.
4. Modifications. Any amendments or modifications shall bc in uriting signed by both parties.
5. Compensation. Counry shall compensate Contractor for tlre performance of thc Services in a sum
eompuled and payable as set forth in Exhibit 4. Thc performance of the Services under this Agreement shlll not
exceed S25'fi)0.00. Contractor shall not be entitled to bill at overtime and/or doublc timc rates for work done
outside of normal business hours.
Payment will be made for Serviccs satisfactorily performed within thirty (30) days of receipt of a
proper and accurate invoice from Contraclor. All invoices shall include detail regarding the hours spent, scrvices
rendered, number of patients seen and such other detail as County may request. tf County is not satisfied with the
completeness of a submitted invoice, County may reguest Contractor either revise the invoice or provide additional
information,
All invoices must be mailed or emailed to the following address to ensure proper payment:
Eagle County Public Health and Environmenl
Jennifer Ludwig
550 Broadway
Post Offrce Box 660
Eagle, CO 8 | 63 I
PHinvoices@eagl ecounty. us
I[, prior to psyment of compensation or reimbuniement for Services but affer submission to
County of a request therefore by Contractor, County rcasonably determines that payment as requested would be
improper because thc Scrvices were not performed as prescribed by the pruvisions of this Agreement, the County
shall havc no obligation to rnake such payment. I[, at any time during the term or after termination or expiration of
this Agreement, County reasonably determines thst any payment rnade by County to Contractor was improper
because the Sewices for which payment was madc were not pcrformed as set forth in ftis Agreement or purposes for
which payment was made were misreprcsented, lhen upon vnitlen nolice of such determination and request for
reimbursement from County, Contraclor shall forthwith retum such payment(s) to Counfy. Upon termination or
expiration ofthis Agreement, unexpended funds advanced by County. ifany, shall forthwith be returned lo County.
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Service Arvud Agreement 1116
c. No ndditional services or work performcd by Contractor shall be the basis for additional
compensation.
d. County will not withhold any taxes from monies paid to the Contraclor hereunder and Conlractor
agr€es to be solely responsible for lhe accurate reporting and payment of any taxes relaled lo payments made
pursuant lo the terms of this Agreemcnt.
e, Notwithstanding anything lo lhe conrary contained in this Agrcement, County shall have no
obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period afler
December 3l of any year, without an appmpriation therefor by County in accordance lvilh a budget adopted by the
Board of County Commissioners in compliance with Articlc 25, title 30 of the Colorado Revised Statutes, the Local
Government Budget Law (C.R.S. 29-l-l0l et. seq.) and thc TABOR Amendment (Colorado Constitution, Article X,
Sec.20).
6. SubcoJrlraclorl. The Contractor shall be responsibte for lhe acts and omissions of its agents, employees and
subcontractors.
7. Insurance. Contractor Bgrees to provide and maintain at Contractor's sole cost and expense insurance
appropriate for the type of Services it provides to the public. Such insurance may include, but not be limited to,
workers compensation insurance as required by law; automobile coverag€; commercial general liability or
professional liability coverage. Contnc{or is not entitled to workcrs' compensation benefits except as provided by
the Contractor, nor lo unemployment insursnce benefits unless unemployment compensation coverage is provided
by Contractor or some other entity.
8. Indemnification. Governmental lmmunitv and No Third Partv Beneficiaries.
a. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and
employees against any losses, claims, damages or liabilities for uhich County may bfcome subject to insofar as any
such losses, claims, darnages or liabililies arise out of, directly or indirectly, this Agreemenl, or are based upon any
performance or nonperformance by Conhactor or any of its subconlt"stors hereunder; and Contractor shall
reimburse County for re'asonable atlorney fees and costs, legal and other expenses incuned by County in connection
wilh invcstigating or defending any such loss, claim, damage, liability or action. This indemnificalion shall not
apply to claims by third padies against the County lo the extent that County is liable to such third party for such
claims without regard 1o the involvement of the Contmctor. This paragroph shall survive expiration or te rmination
hereof.
b. The parties hereto undersland and agree that the County is relying on, and does not waive or
intend to waive by any provision of this Agreem€nt, the monetary limitations or rights, immunities and protections
provided by the Colorado Governmental lmmunity Actn as from time to time amended, or otherwise available to
County, its affiliated entities, successors or assigns, its elected oflicials, employees, agents and volunleers.
c. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the
parties and not to any third party. This Agreement does not and shall not be deemed or sonstrued to confer upon ot
grant to any third parly any right to claim damagcs or to bring any suit, action or other proceeding in connection
with the Agreement. The parties acknowledge that the Services could otherwisc be performed by the County but
County has instead determined lo provide financial support through compensation as set forth in paragraph 5. Such
eompensation by County enables Contmctor to perform the Services for the public and County shall have no
responsibility therefor, Because Contractor is delivering the Scrvices to the public and not Eagle County, the public
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Service Arvard Agreement l/16
shall have no righls undsr this Agreement nnd may not make any claim against County in connection with this
Agreement.
9. Docume$tq. Documents and materials preparcd by Contractor during the term of this Agreement shall be
provided to County upon reguest and County shall have the right at no additional cost, to copy, use, re-use, publish,
display, lhe documents and materials and prepare derivative works.
10. Notice. Any notice required by this Agreement shall be &emcd properly dclivered when (i) personally
delivered, or (ii) when mailed in the United States mail, first class poslage prepaid, or (iii) when delivered by FedEx
or other comparable courier service, charges prepaid, to the parties at lheir respectivc addresses listed below, or (iv)
when transmittcd via e-mail with confirmaiion of receipt. Eithcr party may change its address for purpoces of rhis
pamgraph by giving five (5) days prior written notice ofsuch change to the other party.
COUNTY:
Eagle County, Colorado
Attention: Jennifer Ludwig
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-88 l9
E-Mail : Jennifer.ludwig@e.glecounfy.us
CONTRACTOR:
Eagle County School District, School Bascd Health Center
Attention: Sandy Mutchler, C.P.A., Chief Financial Officer
PO Box 740
948 Chambers Ave.
Eagle, CO 81631
Tef e phone: 97 0 -328-632 |
E-Mail : sandra.mutchler@easleschools.net
I l. Tgrmination. County may terminate this Agreement, in whole or in part, at any time and for any resson,
with or without cause, and without penalty therefor with scven (7) calendar days' prior written notice to the
Contractor. County shall pay Contractor only for Serviccs satisfactorily performed to the date of t€rmination,
l?. Venue. Jurisdiction and Apolicable Law. Any and all claims, disputes or contmversies related to this
Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall bc the
sole and exclusive fonrm for such litigation. This Agreement shall be construed and inlerpreted under and shall be
govemed by the laws of the State of Colorado.
13. Execution by Counterparts: Electronic Siqnatures. This Agrcement 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 samc
instrument. The parlies apprcve the use of clectronic signatures for execution of this Agreernent. Only the following
two forms of electronic signatures shall be pcrmitted to bind the parties lo this Agreementt (i) Electronic or
facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized
signer inserled onto PDF format documents. All documents must be properly noiarized, if applicable. All use of
electrcnic signalures shall be governed by the Uniform Electronic Transactions Act, C.R,S. 24-7lJ-l0l to 12l.
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Service Armtd Agrcemcnt lll6
14. OtherCo-ntmct ReguiremenlsandContractorReoresentstions.
a. Contractor shall be responsible for the compleleness and accuracy of the Services and shalt
cotrecl, at its sole expense, all significant errorc and omissions in performance of the Services. Contractor shall
perform the Services in a skillful, professionat and competent manner and in accordance with the standard ofcare,
skill and diligcnce applicable to contraclors performing similar services. Contsctor shall comply with the highest
standards of customer service to thc public. Contnactsr shatl pmvide appropriate supcrvision to its employees to
ensure the Services are performed in accordance whh ftis Agreement. This parogaph shall survive termination of
this Agreement.
b. Contracaor agrecs lo work in an expeditious manner, within the sound exercise of its judgment and
professional slandards, in the performance of this Agrcement. Time is of the essence with respcct to lhis
Agreement.
c. Nothing contained in this Agreement shall be deemed to create a relationship of employer-
employee' mirster-servant, partnership,joint venture or any other relationship bettyeen County and Contractor except
that of independent contractor. Contractor shall have no authority to bind County.
d' Contractor shall comply with any and all rpplicable laws, codcs, rutes and regulations and that is
personnel are duly licensed, ifrequired, to perform the Services in Colorado.
e. This Agreement contains the entire agreement between the parties with respect to the subject
matter hereof and supercedes all other agrecments or understanding between the parties with respect thereto.
f. Contractor shall not assign any portion of rhis Agreement without the prior written consent of the
County. Any attempt to assign this Agreement without such consent shall be void.
g. No failure or delay by either party in the exercise ofany right hereunder shall constitute a waiver
thereof, Nowaiverofanybreachshallbedeemedawaiverofanyprecedingorsucceedingbreach.
h. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect rhe
validity or enforceability of any other provision hereof.
i. The signatories to this Agrcement aver to their knowledge no employee of the County has any
personal or beneficial inlerest whalsoever in the Services dcscribed in this Agreement. The Conhactor has no
beneficial interest, direci or indirect, that would conflict in any manner or degree with the performance of lhe
Services and Contractor shall not employ any person having sueh known interests.
j' The Contractor, ifa naturat person eighteen (18) yean ofage or older, hereby swears and aftirms
under penalty ofperjury that he or she (i) is a citizen or otherwise larvfutly present in the United States pursuant to
federal law, (ii) to the extent applicable shall comply wilh C.RS. 24-?6.5-103 prior ro the effective date of this
Agreement.
k. Contractor acknowledges that it is prohibited from using Eagle County funds to provide certain
pubf ic benefits to undocumented individuals pursuant to C.R.S. 24.76.5 -l0l et. seq.
I' Contractor shall comply al all times and in alt r€sp€cts with al! applicable federal, state and local
laws, resolutions and codes; and specifically, with the requirements of the Civil Rights Act of 1964 and Section 504
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Service A*'ard Agrcemcnt 1116
ofthe Rehabililation Act concerning discrimination on the basis ofrace, color, gender, sex, sexual orientation, age,
religion, national origin or disability.
m. Conractor shall maintain, for a minimum of three (3) years, adequate financial and programmatic
records for reporting to County on the performance ofits responsibilities hereunder. Contrrctor shall be subjcct to
linancial audit by county auditors or their designees. Contractor aulhorizes County to perform audits or to make
inspections during normal busincss hours, upon 48 hours' notice to Contractor for rhe purpose of evaluation its
performarrce under this Agreement. contractor shall cooperat€ fuily with county.
n. The recitals set forth above are incorporated herein by reference.
15. Prohibitions on Covernment gontracts.
As used in this Section 15, the lerm undocumenled individual will refer lg those individuals from forcign countries
not legally within the United States as set forth in C.RS. 8-17.5-101, et. seq.lf Contracror has any employees or
subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq.,and this Agreemenl By execution of rhis
Agreement Contraclor certifies that it does not knowingly employ or contracl with an undocumented individual
who will perform under this Agreement and that Contractor will participate in the E-veri$ program or other
Department of Labor and Employmcnt program ("Department Program') in order to conlirm thc eligibility of all
employees who arc newly hired for employment to perform Services under this Agreement.
a. Contraclorshallnot:
i- Knowingly employ or contract with an undocumented individuat to perform Services
under this Agreement; or
ii. Enter ino a subcontract that fails to cerlis to Contractor th* the subcontractor shalt not
knowingly employ or contract with an undocumented individuat to perform work under
rhe public contract for services.
b. Contractor has confirmcd the employment eligibility of atl emptoyees who are newly hired for
employment to perfonn Services under this Agreemenl through participation in the E-Verify Program or Departmcnt
Program' as sdministered by lhe Uniled States Departmeflt of Homeland Security. Informntion on applying for the
E-veri$ program can be found ar:
hlto:l/wrt w.4lu.rov1+qrcw,fgrfur0emns/es | ! i522 ! 6?E | 50.shrm
c. Contractor shall not use either the E-veri$ prognrm or other Department Pmgram procedures to
underlake pre-employme nt screening ofjob applicants while the public contract for services is being performed.
d. If Contractor oblains actual knowledge that a subcontractor performing work under the pubtic
contract for services knowingly employs or contracts with an undocumented individual, Contraclor shall be rcquired
to:
i- Noti0 the subconractor and County within three (3) days that Contmctor has actuat
knowledge lhat the subcontnclor is employing or contracting with an undocumented
individual; and
ll. Terminate the subcontract with the subconlractor if wirhin three days of receiving the
notice required pursuant to subparagraph (i) ofthe paragraph (d) the subcontractor does
not stop employing or contracting with the undocumentcd individual; exept that
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Sewice Auanrd Agreement t/16
Contrastor shall not terminate lhe contract with the subcontractor ifduring such three (3)
days the subcontractor provides information to establish that the subconlraclor has not
knowingly employed or contracled with an undocumented individual.
e. Contraclor shall comply with any reasonable request by the Department of Labor and Employment
made in the course ofan investigation that lhe department is undertaking pursuant to its authority established in
c.R_s. 8-t7.s-102(5).
f. If Conlractor violates these pruhibitions, County may terminate the Agrcement for brcach of
conlract. If the Agreement is so lerminated specifically for breach of this provision of this Agreement, Contraclor
shall be liable for actuat and consequential damages to County as required by law.
S. County will noti$ the Colorado Secretary of Slate if Contractor violates this provision of this
Agreement and County terminates the Agreement for such breach.
IRgsT OF PAG E I NTENTIONAL LY LEFT BU NK}
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Service Award Agreemcnt l/t 6
IN WTTNESS WHEREOF, the parties havc executed this Agreement the day and year first set forth above.
COT NTY OF EAGLE, STATE OF COLORADO, By and
Through lts COUNTY MANACER
CONTRACTOK
EAGLE COTJNTY SCHOOL DISTRJCT,
Print Name; lf fgl"gsc.- * tM C (,4-
rru":, $J3,F- sl n €+l i 3d €,
8
Service Anrrd Agreement l/16
EXHIBITA
SCOPE OF SERVICES, SCHEDULE, FEES, REPORTING REQUIREMENTS
I. SCOPEOFSERVICES
A. CONTRACTOR SHALL PERFORM OR PROVIDE THE FOLLOWINC SERVICES OR
PROGRAMS TOTHE PUBLIC:
Eagle County School District * School Based Henlth Center (ECSD SBHC)
Contract Amount: $25,000.00
Scope ofServiccs
These funds shall be allocated to support the ECSD SBHC stafling for Behavioral and Oral health and
supplies/software/ facility andlor providcr insurance ss detailed in the budget below. During the contract period the
ECSD SBHC will provide oral and bchavioral health scrvices to | 50 student/patients and deliver over 445 hours of
services to those sludenVpatients in need, delivering oral health screening, cleanings, varnisMsealants as age
appropriate and behavioral counseling to current and referred students and children ofEagle County Schools.
Budget
Item (Staff, Services- Supplies. Etc.)
Behavioral Health Counse lors
OralHealth Staff
Insurance/ Software Licensel Supplies
Dollar Amount
$2t,500.00
$800.00
s2700,00
TOTAL $25,000.00
b. CONTRACTOR SHALL COMPLY WITH THE FOLLOWINC SCHEDULE OR MILESTONES
IN PERFORMANCE OF TllE SERVICES: Provide behavioral health evaluation and counseling
and deliver oral health screenings, cleaning varnisllsealanls for 150 students from March to June
2016.
2. FEES
Contract Amounf S25.000.00
For reimbursement Contraclor must submit invoices monthly. Payrnent will be made for Services
salisfaclorily performed within thirty (30) days of receipt of a proper and accural€ invoice from Contractor.
All invoices shall include detail regarding thc hours spent, services rendered, numbcr of patients seen and
such other detail as County may request. lf County is not satisfied with the completeness of a submitted
invoice, County may request Contractor either revise the invoice or provide additional information.
I
Service Asard Agreement lll6
3. CONTMCTOR SHALL BE REQUIRED TO SUBMIT THE FOLLOWING REPORTS TO COUNTY:
A final report detailing ssrvices provided and children leached urilt be due to Jennifer Ludwig Execurive
Director of Public Health and Environment, by July 15, 2016. Report can be emailed to
Jenn i fer,ludwi g@caglecounty. us.
t0
Service Arvurd Agrecment 1116