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HomeMy WebLinkAboutC16-086 Casa of the Continental DivideAGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND CASA OF THE CONTINENTAL DIVIDE THIS AGREEMENT ("Agreement") is effective as of the I't day of January,2016 by and between CASA of the Continental Divide, a Colorado nonprofit corporation, (hereinafter "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, Contractor has agreed to provide services and opportunities to help meet the needs of vulnerable populations in order to make Eagle County a Great Place to Live for All; and WHEREAS, the parties acknowledge and agree that the Services (defined below) promote the health, safety and welfare of the people of Eagle Counfy and are intended to provide services that could otherwise be performed by County directly; and WHEREAS, Contractor has elected to perform the Services on its own and County has, therefore, elected to compensate Contractor to perform the Services for the public to fulfill an important public purpose; and WHEREAS, compensation paid by County to Contractor enables Contractor to perform the Services for the public and County shall have no responsibility for the performance of the Services; and WHEREAS, County desires to enter into this Agreement with Contractor for the performance of the Services to the public which will directly support and sustain a healthy, environmentally and economically vital and socially diverse community; 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 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: l. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described in Exhibit A ("Services") which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services and reports or other information required by County in accordance with the schedule established in Exhibit A. If no schedule is specified in Exhibit A, then Contractor agrees to furnish the Services to the public in a timely and expeditious manner consistent with the applicable standard ofcare. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. Eagle County Colrrfl issloners' OfficeC16-086 b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 2. Counfv's Representative. The Human Services 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 ofparagraph I I hereof, shall continue in full force and effect through the 3l't day ofDecember,2016. County makes no representations concerning the possibility of future Agreements with Contractor and Contractor should not rely on this Agreement being extended or renewed in the future. 4. Modifications. Any amendments or modifications shall be in writing signed by both parties. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $3.000.00 Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours. a. 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. If County is not satisfied with the completeness of a submitted invoice, County may request Contractor either revise the invoice or provide additional information. All invoices must be delivered as follows to ensure proper payment: Eagle County Department of Human Services c/o Rita Woods PO Box 660 Eagle, CO 81631 Delivered by US Mail b. 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 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 or purposes for which payment was made were misrepresented, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith retum 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. compensation. No additional services or work performed by Contractor shall be the basis for additional 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. 2 Service Award Agreement l/16 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 3l of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25,title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-l-l0l et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Subcontractors. TheContractorshall beresponsiblefortheactsandomissionsofitsagents,employeesand subcontractors. 7. Insurance. Contractor agrees 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 coverage; commercial general liability or professional liability coverage. 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. 8. Indemnification. Governmental Immunity and No Third Partv Beneficiaries. (a) The Contractor shall indemni8, 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 ofits 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. (b) 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. (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 construed to confer upon or grant to any third party any right to claim damages or to bring any suit, action or other proceeding in connection with the Agreement. The parties acknowledge that the Services could otherwise be performed by the County but County has instead determined to provide financial support through compensation as set forth in paragraph 5. Such compensation by County enables Contractor to perform the Services for the public and County shall have no responsibility therefor. Because Contractor is delivering the Services to the public and not Eagle County, the public shall have no rights under this Agreement and may not make any claim against Counfy in connection with this Agreement. 9. Documents. Documents and materials prepared by Contractor during the term of this Agreement shall be provided to County upon request and County shall have the right at no additional cost, to copy, use, re-use, publish, display, the documents and materials and prepare derivative works. 3 Service Award Agreement l/16 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 transmitted via e-mail with confirmation of receipt. Either party may change its address fgr purposes of this paragraph by giving five (5) days prior written notice ofsuch change to the other party. COUNTY: Eagle County, Colorado Attention: Rita Woods 55 | Broadway Post Office Box 660 Eagle, CO 81631 Telephone: 97 0-328-8817 E-Mail : Rita.Woods@eaglecounty.us CONTRACTOR: CASA ofthe Continental Divide Kathy Reed PO Box 2092 Dillon, CO 80435 Telephone: 97 0 -5 13-9390 E-Mail: kathyr@mtncasa.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. County shall pay Contractor only 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 ofthis Agreement. Only the following fwo 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-l0l to l2l. 14. Other Contract Requirements and Contractor Representations. a. 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. 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. Contactor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. 4 Service Award Agreement l/16 b. 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 Asreement. c. 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 ofindependent contractor. Contractor shall have no authority to bind County. d. Contractor shall comply with any and all applicable laws, codes, rules 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 supersedes all other agreements or understanding between the parties with respect thereto. f. 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. g. 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. h. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability ofany other provision hereof. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services 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. j. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty 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 Asreement. k. Contractor acknowledges that it is prohibited from using Eagle County funds to provide certain public benefits to undocumented individuals pursuant to C.R.S. 24.76.5-l0l et. seq. l. Contractor shall comply at all times and in all respects with all applicable federal, state and local laws, resolutions and codes; and specifically, with the requirements of the Civil Rights Act of 1964 and Section 504 of the Rehabilitation Act concerning discrimination on the basis of race, color, gender, sex, sexual orientation, age, religion, national origin or disability. m. Contractor shall maintain, for a minimum of three (3) years, adequate financial and programmatic records for reporting to County on the performance ofits responsibilities hereunder. Contractor shall be subject to financial audit by 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 ofevaluation its performance under this Agreement. Contractor shall cooperate fully with County. 5 Service Award Agreement l/16 n. The recitals set forth above are incorporated herein by reference. 15. Prohibitions on Government Contracts. 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-veriff 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: r. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certifu 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-Veriff Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-veriff program can be found at: http://www.d hs.gov/xprevprot/progra ms/gc 1 1852 2 1678150.shtm c. Contractor shall not use either the E-veriff program or other Department Program procedures to undertake pre-employment screening ofjob 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. Notiff 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 ifduring 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(s). 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. 6 Service Award Agreement l/16 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. IREST OF PAGE INTENTIONALLY LEFT BLANKI 7 Service Award Agreement l/16 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its coUNTY MANAGER CASA OF THE CONTINENTAL DIVIDE: By: Print Name:P*-" / ritre: llx-r." tritr D, v <-cl-af 8 Service Award Agreement 1116 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES, REPORTING REQUIREMENTS SCOPE OF SERVICES A. CONTRACTOR SHALL PERFORM OR PROVIDE THE FOLLOWING SERVICES OR PROGRAMS TO THE PUBLIC: Expand services and opportunities to meet the needs of vulnerable populations. l. Provide court appointed specialists to advocate for abused and neglected children in order to ensure children in the social services system do not get{ost in the overburdened legal system or languish in inappropriate group or foster homes. CASA volunteers function independent of the state system and their only objective is to advocate for the child. 2. Provide evaluation to ensure National CASA standards are met and measured on the followins criteria: A) Number of cases and children served; and B) Length of time children are involved in the court system. 3. FEES One (1) payment of $2,000.00 upon full execution of agreement and one (l) payment of $1,000 at year end with submittal of final report to the County as noted below. 4. CONTRACTOR SHALL BE REQUIRED TO SUBMIT THE FOLLOWING REPORTS TO COUNTY: (Electronic Excel Template will be provided to Contractor) 9 Service Award Agreement l/16 DESCRIPTION: CONTRACTOR NAME: CONTMCTOR NAME: CONTRACTTERM: REPORT SUBMISSION This reporting template is required to be used by all contractors either funded and/or managed by the Eagle CounwDepartmentofHumanServices(ECDHS)regardlessoffundinglevel. Dependingontheamount,projecttype and/or additional State/Federal requirements of an individual grant, reporting requirements may vary. Please take the time to review your organization's specific reporting requirements and associated deadlines outlined in this template. Specific metrics, frequency and level of reporting detail will have been finalized during the grant awarding process. xxx Stort Dote: xxx End Ihte: xxx Please submit this form via email to Rita Woods at Rita.Woods@eaglecounty.us (Ph. 970.328-88!71. Your orgonizotion's report(s) types ond deodline(s) ore listed below. Reoort Tvpe: Final Reporl Reporting Periodt 1/1/16 Due: lansth,zoL7 throuqh 12/31/16 METRTCS& PleasebesuretodescribetheSiEhCAlll€(e.g.individual person,household,S's,hours,nights)toensure cl a ri ty of what i s bei ng reported a nd how it i s bei ng cou nted. COMMENTS: Please include any additional comments related to your organization's performance related to this grant. 10 Service Award Agreement l/16