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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? ir:r' Y-) ''J.--.* -__Fagie 1):-4-r*.+':_i{i,.l.:tain€Y,S a ar-rl:' i'x;i:'ald-,,fi tF$n,nnG;r6il c--fili;C16-052 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. 2 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 3 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. 4 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 5 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 6 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} 7 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