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HomeMy WebLinkAboutC16-167 Mind Springs HealthAGREEMENT BETWEEN EAGLE COuNTy, COLORADO A}'ID COI,ORADO WEST RECIIONAL MENTAL IIEALTH, INC., DBA MIND SPRINGS HEALTH, INC. THIS AGREEMENT ('Agreemenf') is effcctive as of the I "t- *, tf nH , 2ot6 byand berween Colorado West Regional Mental Health, Inc., a Colorado nonprofit corporation d/b/a Mind Springs Health, Inc. (hereinaffer "Contractoy'') and Eagle County, Colorado, a body corporatc and politic (hereinafta "County''). RECITALS WHEREAS, Contractor will provide 24/7 mobile crisis response to assist those in crisis as a result of substance use or mental health issues and provide safe, compassionate care during their crisis as well as evaluatiorq case management and referral to ongoing senrices; and WHEREAS, the parties acknowledge and agree that thc Seryioes (defined below) promotc the hcalth, safety and wclfuc of the people of Eagle Coung and arc interded to providc senrices that could othorwise be pcrfonned by Counry diroctly; and WHEREAS, Contactor has electcd to perform fhe Scrvices on its own and County has, thrcfore, elected to comp€nsate Contrsctor to perform the Services for thc public to fulfill an important public purpoee; and WHEREAS, compensation paid by County to Contractof pnables C.ontractor to perform the Serviccs for the public and County shdl have no rcsponsibility for the performance ofthe Services; and WHEREAS, County dcsires to eNrter in1s this Agreement with Contraoior for the perforrnance of the Senricee to the public nhich will directly support and $rstain a healthn eirvironmenally and economically vital and socially diverse community; and WIIEREAS, Confactor is authorized to do business in the State of Colorado aad has the time, skill, oqlertise, and experience neoessary to providc the Services as defincd below inparagraph I hereof; and WHEREAS, this Agrecment shall govem the rplationship betweea Contacb'r and County in connection with the Ssvices, AGREEMENT NOW, THEREF'ORE, in considcration of th foregoing and the followiqg promises Contractor and County agree as folloun: 1. S.ervices or Work Coutractor egrees io diligently provide all servic€s, labor, personnel and materials nec€ssary to perform and complete the scrvices or woft dcssribed in Exhibit A ('services" or "Work") vrhich is attached hereto and incorporatod herein by refensnce. The Services shall be performed in accqrdance with the provisions and conditions ofthis Agreement a. Conhactor ag€es to furnish the Services aod rcports or other inforgration rcquired by Cormty in accordancc with the sohedule estabtshcd in Exhibit A. If no sch€dule is specified in Exhibit A. then Contractor agrees to ftrnish the Seniccs io the public in a timely and expeditious mannercoorirt*t nith the applicablc fficountv catnnrissioners' officeC16-167 standard of care. By signing below Contactor rrpresetlb that it has the expertise and pertonnel neccssary to properly and timcly perform the Senrices. b. In the went of any conflict or inconsistcncy betwcen the tErms and conditiolts set forth in hhibit A aad the t€rms and conditions sst forth in this fureement, the urrs and conditions set forttr in this Agrcement shall prevail. 2. Cormtv's R€preqsntativc. The Public llealth and Environnrent Dcportment's dosignee shall be Contactsr's cmtaot with respeci to this Agreernent and perforuance of the Sendces. 3. Term of thc Ag:ee.ment This Agreement +fiall commence upon the datc first v/ritten above, and subject to the provisioru of paragraph 11 hseo{ shall ssntiilr€ in full force md effect tlroug! the 31st day of f,l'oceinber, 2016. County makes no r€pr€smtations curccrning the possibilig of futurc Agreements with Contractot and Contractor should not rcly on this Agrccment being ortemded or rcnewed in tbs firture. 4. Modifications. Any amendnents or modifications shdl bc in vdting sign€d by both parties. 5, Comensation. County shall compeosate Contractor for the performancc of the Serviccc in a sr.nr coryutcd and payable as sct forth in Exhibit A The perforrrancc of the Services under this Agreement rhall uot exceed $301000. Contractor shall not be entitled to bill at overtime and/o't double time rates for work done otilsidc of normal business hours. u- Paynent will bc madc fon Seryices satisfrctorily perforned wilhin tldrfy (30) days of recoipt of a proper and accuratc invoice from Contractor. All invoices slnll inolude detail regarding tb hours spent, tasls performod, who performed €ach Ett and zuch othcr detail as County may r€qlr€st If County is not satisficd with the cornpleteiress of a submitted invoicg County may roqucst Contractor Either revise tbc invoice or provide additional information. All invoices mustbc f,rsiled ore'nailcd as follows to eosurc prop€rpaynent: Eagle CountyPublic Healtl and Environmmt AccountsPapble 55l Broadway Post Office Box 660 Eade, CO 81631 OR phinvoicm@eaelecount]r.us b. If, prim to payn€ot of compensation or reimbursomcnt for Services but after submission to Crunty of a rcquest therefore by Contraotor, County reasonably dctcnnines that payncnt as requeoted would be improper because tbe Services wsre not perforrned as prescribed by thc provisions of this Agreemert, the County shall have no obligation to make srrch paynrent If, at any time dudry tho tcnn or after termination or elpiration of this Agrecme.ng County reasonably determines that any pa)rment madc by Cormty to Contractor was improper becausc the Serrrices for whichpayment was made were not performed as set forth in ttis Agreement or purposes for which paynein wus made were misrepres€nt€d, thcn upon writta notice of such determination md requcst for 2 Service Award fureuwt 1/16 reimbrrsement from County, C.ontractor sttall forlfiwith return such paym€nt($ to County. Upon termiration or expiration of this Agroemeut unexpended firnds advanced by County, if any, slrall forthwith bc returncd to Cormty. c. No additional services or work pcrfomed by Conhacior shall be the basis for additional compe,nsatioo d. County will not wittrhold any taxes froru monies paid to tle Contractor b€rsrmd€r and Contactor agrees to be solely responsible for the accrilat€ reporting and paynent of any taxes rclarcd to paymenb made pursrant to the terms of this Agreement e. Notwithstanding anything to the contrary contairpd in this Agreement, Cormty shall have no obligations under this Agreemant after, nor shall any paynents bc madc to Contractor in rwpect of any period after Decernber 3l of any year, witlout an appropriation therofor by County in accordance with a budget adopted by tlre Board of County Cornmissioners in cornpliance with Article 25, title 30 of the Colorado Rcvhod Statutes, tb Local Government Budget Law (C.R.S. 29-1-101 et. seq.) md thc TABOR Amendment (Colorado Constitutior, Artiole X, Sec.20). 6. Subcontractors. The Conhactor slnll be responsible for lhe acts and omissions of its agcng cmployees and subcontractors. 7. Insurance. Contractor agrees to provide and rnaintain at Conhactor's sole cost aad expeirse insurance appropriate for the tlpe of Senrices it provides to the public. Such insurance may includc, but not be limitd to, workers compensation insurailce as rcquired by law; automobile covemge; cornmercial geneial liability or ptofessional liabi[ty coverage. Contractor is not entitled to workers' compensation benpfits except as provided by the Contractor, nor to unemployment insurance beirefits unless uneryloynent oompensation coverage is provided by Contrao0or or some other entity. Indemnificatio_n. Govemmental Imnunilv and No Thir4 Putv Beuefi ciaries. a. The Contactor shall indemni8' and hold barmless Courty, and any of ite offioers, ageirts aod employces against any losses, claims, damages or liabilities for which County may becomc subject to insofrr as any zuch losses, claims, damages or liabilities arise out o{ dircctly or irdirectly, lhis Agreement, or are hsed upon any performance or noryerformance by Cof,txactor or atry of its subcontractors hereunder; and Confactor shall reimburse Cormty for reasonsble attonr€y fees and costs, legal and other expenses incured by County in connection with iavestigatftrg or defending any such loss, clairq danage, liability or action This indcmnification shall not apply to claims by third parties against dre County to ti€ €rilent fhat Cormty is liable to such third party for such claims ndthout rcgad to the involvement of thc Contractor. This paragraph shall survive expiration or termination hereof. b. The parties hereto und€rstaod and agree that the County is rclying orq and does not q/aiye or intend to waive by any provision of this Agreemcnt, thc monetary limitations or righs, immrmities a^nd protectiono provided by the C,olorado Gover:nncnlal Immunity Act, as from time to time amended, or oth€ivis€ available to County, ib affiliated entities, successors or assigns, its elccted officials, eryloyees, agents and voluntpers. c. Enforcenent of this Agrwment ard all rigbts and obligatio,ns trcretmder arc rpscnred solcly for thc parties and not to any third parry. flfu trgreement does not and shall not be deemed or constnred to confer upon or gratrt to any tbird party ary right io olaim damages or to bring any suit action or other proceding in connection with th€ Agreerrenr. The parties aclnowlcdgc that the Servic€s could otherwise bc performed by the County but County has instead detei:nined to prcvide f$ansial support through conpensation as sct forth in paragraph 5. Such 3 Servioe Award Agreement 1/16 cotnparsation by County e,nables Contractor to perform the Sereioes fo'r thc public and County shall have no responsibility therefor. Becuse Contac-tor is delireriag rhe Services to the pubtic and not Eagle Counfy, thc public ehall bavc no rights under thie Agrcemcnt and may not mailre any claim aginst County in connection with this Agr€cment 9. Docum€nt$. Documents and materials prcpared by Contractor during thc 1611 sf this Agreement shall bc provided io Countyupon rcqucat and County shall have the right at no additimal coct, to cqpy, use, re-use, publislq digplay, tbs documents and materials and prepare derivative works. 10. Notice. Any notice required by this Agrement shall be deemod propedy delivered n'hen $ personally deliv€red, or (ii) whcn mnilgd in the gnit€d Shtes mail, first class postage prcpaid, or (iii) v&en deliverod by FedEx or other coryarable courier service, chatgcs pr€pai4 to tb parties at their respective addresses listed beloq or (iv) when transmitted yia e-mail with confirmatiol of reoeip. Either party may change its address for purposes of this paragaph by giving flrve (5) days prior written notice of such change to ilre other party. COUNTY: Eagle County, Colcado Atteirtion: Jennifer Ludwig 55l Broadway PostOffice Box 660 Eagle, CO 81631 Telephone: 97S.328-88 19 BMail: Jcnnifer.ludwig@eaglecounty.us CONTRACTOR: Colorado West Regional Mental Heatth, Inc. d/b/a Mind Springs Health, Inc. Kristi Crrerns hogram Director, Mind Springs Health 6916 Highway 82 Post OfficeBox 40 Glenwood Springs, CO 81602 (e70)376-0272 ksr€rns(Amindspringshealth.ors 11. Termination. County may t€rminate this Agreement in whole or in part at any time and for any r€asonr with or s{thout cause, and without p€nalty therefor *'ith seven (7) calendar days' prior vnitten notice to the C-ontraotor. County slrnU pay C.ontactor only for Serr"iccs satisfactorily psforrr€d to the darE of tcnnination. 12. Vmue. Jurisdiction and Aoolicable law. Any and all claims, disputes or oontrrol'ersies rclatcd to this Agreerrent, or breach thereoi shall be litigatcd in the Discict Corut for Eagle Corurty, Colorado, which shall be thc sole and exclusivo fonrm for such litigation. This furcement shall bc constnred and interpreted under ad shall b gol'erned by the laws of thc Starc of Colorado. 13. Execution bv Countenrarts: Electronic Simaturres. This Agr€€mert may be ex€alrted in two or more cormterpar$, each of which shall be deemed an original, but all of whioh shall constitutc ome and tle same irutlment The prties approve the use of electnonic signatrres for cxocution of this Agreement. Only the following two forms of electnonio bignanrcs shall be permitted 0o bind the parties to thir Agr€ement (i) Electronib or 4 Scrvice A*rrd Agreernst l/16 facsimile dclivery of a fully executed copy of the signature pagc; (ii) the image of the signaturre of an authorized signer inserted onto PDF format documents. All dooum€nts must be prop€dy notarized if applicablc. All use of elechonic signatues shall b€ governed by fte Uniforrr Electonic Transactions Act, C.R.S. 24-71.3-10l to 121. 14.Other Contr.act Rcquirements and C.ontractor Repres€.!ilations. a. Contractor sha[ be respoosible for the complctems and accuracy of the Services and shall colrcct, at its sole elrpense, all significant arors md omissisns ia performanoe of the Seryices. Contractor shall e€rfom the Sei:rdces in a skillful, professional and compctmt mrlner and in accordance with the standard of oale, still ard diligence applicable to contractorc perfonning similar ssrrices. Contactor shall comply with the highest standards of oustomer serr"ice to the public, Contractor shall provide appnopriate supervision to its employees to ensur€ thc Services arre performed in accordance with ftis Agrcement. This paragraph rhnll survive termination of this Agreement. b, Contractor agrees to work in aa orpeditious maoner, within thc sound urercise of its judgment and plofcssional standards, in the performance of this Agreement. Time is of the esssnce wift resp€ct to this Agreemant. c. Nothing contained in this Agreem€Nt shall be dcsncd to cr€ate a relationship of eryloyer- cmployee, master-servant, parheGhip, joint veNltur€ or any other relafionship between County and Conmctor cxcqrt that of independent cortractor. Contnactor shall have no aurthority to bind Cormty. d. Csntractor shall corrply with any and all applicable laws, codcs, rules and regulations nnd that is personnel are duly licensed, if required, to perrforrr the Services in Colorado. e. This Agr€ement contains the entire agr€€m€nt between the paties with respect to the subject matter hereof and supersedes all other agrcemeot$ or undersanding between the prties with rcspot th€reto. f. Contractor shall not assign any portion of this Agree,ncnt u'ittbut the prior c/rittcNl consent of tlre Couuty. Any at0empt to assign this Agreemeirt witbout zuch consent shall be void. E. No frilure or delay by either pary in the exercise of any right henennder shall constiurc a waiver theroof. No uaiver of any breach shall be deemed a waiver of any preceding or succeeding breaoh. h. The invalidity, illegality or unenforceability of anyprovisio,n of this Agreenent shall not affect the validity or enforceability ofany other provision hereof. i. The signatories to this Agrecment aver to their knowledge no amployee of tfu County has any personal or beneficial int€rcst whatsoever in the Services described in this Agrwment. The Contracf6l hnq ne beneficial interest, direct or indirect, that would conflict ia any manner or degrec with tho performance of the Sei:rices and Contractor shall not employ any person having such known intereets. j. The Contractor, ifa natural person eighteea (18) years ofage or older, hereby swcars and affinns under paalty of perjury ftat he or sbe (i) is a oitizen or otherwisc laurfirlly preseirt in the United States pursuant to fed€ral law, (ii) to the cxtent applicable shall comply with C.RS. 24-76.5-103 prior to the efrective date of this Agreement. |c Contractor acknowledges thrt it is prohibitcd from using Eagle County frmds to provide c€rtain public benefie b undocumented individuals prwuant to C.R.S. 24.76.5 -l0l et. seq. 5 Scrvice Award furecrnent l/16 l. Contractor shal coryly at atl times and in ail respeots with all applicable fed€ral, state and local laws, resolutions and codes; and specifically, with tb€ requirememts of ihe Civil Rights Act of 1964 and Section 504 of the Rehabititatioa Aot oonoerning discrimination on the basis of race, color, geder, s€x, serrual orienlation, age, religion, national origin or disability, m. Contractor sball maintain, fs1 g minimum of thee (3) years, adequate ftrancial and programmatic records for reporting to County on the perfonmancc of iS responsibilitics horcutrd€r. Contracbr thall be subject to financiat audit by couoty auditors or their dcsignees, C.outraotor ruthorizes Coulty to perform audits or to make i"ryostions during normal busincs$ hours, upon 48 hours' notice to Confactor for the pwpose of evaluatioqr its perforrrance rmder ftis Agle€mmt. Contraotor shall cooperate ftlly with County. n The recitals set forth above are incorporated herein by refercnce. 15. Prohibitims on Governnent Contscts. Ag used in this S€crion 15, the term rmdoqunontod individual will rcfcr to thosc individuals from foreign counties not legally within the United States as set forth iD C.R.S. 8-17.5-101, 4. seq. If Contractor has any omploycos or subcontractors, Confiactor shall csrnply with C.R.S. E-17.5-101, et. seq., aad this Agrecmcnt By exeoution of this egeemenf Contractor certifies tha it does not knowingly eryloy or cotrtract with m undocumented individual who will pcrform under this Agrwment 8rd that Coflhactor will participate in thc E-v'erify Program or other Dopartnent of Labor and Employment progam ("Deparhrent Progranr") in order to confirm the eligibility of all erryloyees who are newly hired for employmart ro perform Services under this Agreeureut. 2- Contactsrshallnot: i. Ifuowingly ernploy or contsact with an undocruqrtpd irdivialual to perform Seruices under this Agreermer$ s ii. Enter into a srficontract thst ftils to certifr to Contmctor tlat the subcontactor shall not knowingty employ or contract with m undocumented individual to perfonn work under the publio contract for services. b. Conhactor has confirmed the employment eligibitty of all crrployces who are newly hfted for eryloyment to perform Senices unds this Agrcement througbparticipation in the E-Veriff Program or Deparhrnt Program, as administered by the United States Department of Homeland Seourity. Information on applying for the E-l'eriSprogram canbc found at htto ://www.d hs.govAprevorot/ororra ms/@ c. Con6actor shnll not use either the E-l'eriS pmgram or other D€partment Program proccdures to rmdertake pre-employnent ssr€€ning ofjob applicants ttile lhe public contract for senrices is bcing performed. d" If Contractor obtains aptual knowledge that a subcontractor perfoming work urder the public contraot for s€rvices knowingly employs or contracts with an undocumcntcd individusl, Contrastor shall be required to: i. Notifr the zubcontractor md Cormty withh tk€c (3) days that Contractor hac actual knowledge that the suboontraotor is enployilg or contracting with an undooumented 6 Scrvice Award fureemetrt 1/l 6 indivifual; and ii. Terminate the subcontract with the zubconfactq if within tbree days of receiving the notice required pursuant to subparagraph (i) ofthe paragraph (d) tlrc subcontactor does not stop ernploying or oonrtracting wift thc undocumentpd individual; exccpt that Confractor shall not terminate the contact with lhe zubcontractor if fuirrg such tbree (3) days th subcontractor provides information to cstablish tbat tb€ subcontractor has not lcbwingly crrployed or contracted individual. Confractorehall comply with any of labor and Ernployrrent made in the course of an investigation that the Aepartne&b to its authority established in c.Rs. 8-17,5-102(s). f If Contractor violates these prohibitions, C,ounty may t€rminate the Agreement for breach of contact If the Agreement is so te,rminated specifically for breach of this provision of this egreemq$, Contracior shall be liable for achral and consequential damages to County as required by law S. County will notifr the Colorado Secretary of State if Contractor violates this p'rovision of tbis Agreement and County terminates the Agreenent for such breach. IREST OF PAGE TNTENmONATJY rtFT Br-{NKJ 7 Service Award Agreernmt l/16 IN WTINESS WHEREOF, the partier have executod this Agrcemeirt the day and year first s€t forth abovc. COI]NTY OF EAGT E, STATE OF COLOMDO, By and Through lts BOARD OF COT NTY COMMISSIONERS CONTRACTOR: 8 Smdoe Award Agreemcnt l/16 E)CIIBITA scopE oF sERvIcES, SCHEDULE, FEES, REPORTING REQUIREMENTS Scope of Work: Eaele Countv Crisis Services: This contract will support the operations of Contractor's Eagle County 2417 mobilecrisis response. This program assists those in crisis as a result of substance use or mental health issues and provides safe, compassionate care during their crisis as wellas evaluation, case management and referral to ongoing services. When individuals call-in to the crisis line they are directed to a member of Contractor/s crisis workers to assist. Cost Associationiand lndlvlduals Served: f n cafendar year 2015 the estimated total cost for Eagle County crisis was 5t26,42?. The cost averages $10,535 per month, however; the monthly cost varies dependent on the number of individuals served. In this time period there were 415 crisis encounters, equating to approximately $312 per encounter. During the contract period, based on hlstorical trends, Contractor anticipates serving a total of385 individuals through its crisis services. Based on the above financial breakdown, the cost of treating these individuals would total $120,120 over an estimate 10 month contract period. Contractot's staff is well connected to community resources in order to provide thoughtful assistance to those in need. Contractor remains active in attendance of community forums/community discussions and stays informed of new resources. Contractor continually works on bulldlng lts exlstlng partnerships. Learning together through thoughtful discussions has proven to be the best way for the community overall to work towards the development of a healthier Eagle County. Compensation. lnvoicine. and Reporting: 1. $3,0dl.fiVmonth to be distributed from Eagle County Government to Contractor, not to exceed $3O,OOO tor the term ofthe agreement. 2. Contractor will send a monthly Involce to phinvoices@eaglecountv.us by the 1't of each month. Invoice will include number of individuals served in the previous month. 3. Contractor will give a progress update report to Eagle County twice during the contract period: July: Iuly 1st (mid-year) and in December: December 31$ (final report) a. Report will include the number of crisis seruices administered, demographics of individuals served, follow-up statistics, and actual cost of running the program for each individualmonth. b. Report will break down the number of crisis services into: crisls assessments phone calls, follow-up phone calls, and face-to-face follow-up. 9 Service Award Agreemant l/16