HomeMy WebLinkAboutC12-368 Early Childhood PartnersAGREEMENT BETWEEN EAGLE COUNTY. COLORADO AND EARLY CHILDHOOD PARTNERS Nurse- Family Partnership Mental Health Consultation) This Agreement ( "Agreement ") dated as of thisbetweentheCountyofEagle, State of Colorado, a bod co day of r L _ 2k 201_s -is Board of County Commissioners ("County"), Y rparate and politic, by and through its 500OfficeBox850, Eagle, CO 81631 and Early Childhood Partners, LLC, a Cooradolimited Post liability company with a mailing address of P.O. Box 4532, Eagle, CO 81631 ("Contractor"). WHEREAS,the County, through its Department of Health and Human ServicesHHS "), works to promote the health, safety and welfare of County residents of all ages; and WHEREAS, the use of outside providers enhances the ability of the County to promotesuchhealth, safety and welfare; and WHEREAS, County wishes to hire Contractor to perform the services outlined in Section1.1 hereunder; and WHEREAS, County and Contractor intend by this Agreement to set forth the scope oftheresponsibilitiesoftheContractorinconnectionwiththeservicesandrelatedtermsandconditionstogoverntherelationshipbetweenContractorandCountyinconnectionwiththeservices. AGREEMENT NOW THEREFORE, based upon the representations by Contractor set forth in theforegoingrecitals, for good and valuable consideration, including the promises set forth here'the parties agree to the following:m, 1.Scope of Services: 1 1 The Contractor will provide the services more particularly set forth in the attachedExhibit "A" labeled Scope of Services, Payment and Fee Schedule (the "Services" inhereinbyreference. The Services are generally described ' bed as providing corporated child mental - health consultation to Eagle County Nurse-Family Partnership high quality maternal and y artnership (NFP) staff. 1.2 Any revision, amendment or modification of this Agreement shall be valid oiinwritingandsignedbyallparties. Except as may be expressly altered by the ame l if terms and conditions of this Agreement shall control. To the extent the terms and conditions ofthisAgreementmayconflictwithExhibit "A" or any future exhibits or amendments, the termsandconditionsofthisAgreementshallcontrol. 1.3 The Contractor agrees that Contractor will not knowingly enter into anyarrangementwiththirdpartiesthatwillconflictinanymannerwiththisAgreement. era -ter 1.4 Contractor has given the County a proposal for performing the Services andrepresentedthatithastheexpertiseandpersonnelnecessarytoproperlyandtimelyperform theServices. 2.Term of Agreement: 2.1 The term of this Agreement shall commence on January 1, 2013 and shall end onDecember31, 2013, unless earlier terminated in accordance with the terms of this Agreement. 2.2 This Agreement may be terminated by either party for any reason with 15 dayswrittennotice, with or without cause, and without penalty. In the event the Contractor files forbankruptcyorisdeclaredbankruptordissolves, County may declare in writing that thisAgreementisterminated, and all rights of Contractor and obligations of County, except paymentofaccruedbutunpaidfeesassetforthinSection2.3 hereof, shall terminate immediately. 2.3 In the event of any termination of this Agreement, Contractor shall becompensatedforallincurredcostsandhoursofworkthensatisfactorilycompleted, plusapprovedexpenses. 3.Independent Contractor: 3.1 With respect to the provision of the Contractor's Services hereunder, ContractoracknowledgesthatContractorisanindependentcontractorprovidingContractor's services to theCounty. Nothing in this Agreement shall be deemed to make Contractor an agent, employee,partner or representative of County. 3.2 The Contractor shall not have the authority to, and will not make anycommitmentsorenterintoanyagreementwithanypartyonbehalfofCountywithout the writtenconsentoftheBoardofCountyCommissioners. 3.3 The Contractor and its employees are not entitled to workers' compensationbenefitsthroughtheCounty. The Contractor is solely responsible for necessary and adequateworkers' compensation insurance and shall be responsible for withholding and paying all federalandstatetaxes. The Contractor and its employees are not entitled to unemployment insurancebenefitsunlessunemploymentcompensationcoverageisprovidedbyanentityotherthantheCounty. The Contractor hereby acknowledges full and complete liability for and timelyalllocal, state and federal taxes imposed including,lY paymentpcludinwg, Ithout limitation,unemployment taxes and income taxes.on, tax on self - employmentincome, 2 4.Compensation: 4.1 For the Contractor's Services provided hereunder, County shall pay to theContractorafeeassetforthintheattachedExhibit "A." In no event shall the total compensationunderthisAgreementexceedthreethousandsixhundreddollars ($3,600) without an amendmenthereto. Contractor will not be entitled to bill at overtime and/or double time rates for work doneoutsidenormalbusinesshoursunlessspecificallyauthorizedtodosobyCounty. Fees for anyadditionalserviceswillbeassetforthinanexecutedaddendumbetweentheparties. 4.2 For reimbursement Contractor must submit invoices by the fifth business day ofeachmonth. Invoices shall include a description of services performed. If County is notsatisfiedwiththecompletenessofasubmittedinvoice, County may request Contractor to eitherrevisetheinvoiceorprovideadditionalinformation. Fees will be paid within thirty (30) days ofreceiptofaproperandaccurateinvoicefromContractorforContractor's Services. All invoices must be mailed or delivered in- person to the following address to ensureproperpayment. Invoices sent by fax or email will not be acce ted. Eagle County Health & Human ServicesBusinessOffice 550 Broadway P.O. Box 660 Eagle, CO 81631 4.3 If, prior to payment of compensation or reimbursement for services but aftersubmissiontoCountyofarequestthereforebyContractor, County reasonably determines thatpaymentasrequestedwouldbeimproperbecausetheserviceswerenotperformedasprescribedbytheprovisionsofthisAgreement, the County shall have no obligation to make such payment.If, at any time after or during the Term or after termination of this Agreement as hereinafterprovidedorexpirationofthisAgreement, County reasonably determines that any paymenttheretoforepaidbyCountytoContractorwasimproperbecausetheservicesforwhichpaymentwasmadewerenotperformedasprescribedbytheprovisionsofthisAgreement, then uponwrittennoticeofsuchdeterminationandrequestforreimbursementfromCounty, ContractorshallforthwithreturnsuchpaymenttoCounty. Upon termination of this Agreement ashereinafterprovidedorexpirationoftheTerm, any unexpended funds advanced by County toContractorshallforthwithbereturnedtoCounty. 4 . 4 Notwithstanding anything to the contrary contained in this Agreement, no chargesshallbemadetotheCountynorshallanypaymentbemadetotheContractorinexcessof g amount for any work done in respect of any period after December 31st of the calendar year oftheTermofthisAgreement, without the written approval in accordance with a budget adoptedbytheBoardofCountyCommissionersincompliancewiththeprovisionsofArticle25, Title 30oftheColoradoRevisedStatutes, the Local Government Budget Law (C.R.S. § 29 -1 -101 et se.)and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). q 3 1 5.Indemnification: Within the limits allowed by law, Contractor shall indemnify County for, and hold and defend the County and its officials, boards, officers, principals and employees harmless from all costs, claims and expenses, including reasonable attorney's fees and costs, arising from claims of any nature whatsoever made by any person in connection with the negligent acts or omissions of, or presentations by, the Contractor in violation of the terms and conditions of this Agreement. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claim without regard to the involvement oftheContractor. 6.Contractor's Professional Level of Care and Additional Duties: 6.1 In rendering its services hereunder, Contractor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision ofitsemployeestoensurethemaintenanceofthesehighstandardsofcustomerserviceand professionalism, the performance of such obligation to be determined at the sole discretion of County. In the event that County finds these standards of customer service are not being met byContractor, County may terminate this Agreement, in whole or in part, upon ten (10) days noticetotheContractor. 6.2 All funds received by Contractor under this Agreement shall be or have been expended solely for the purpose for which granted, and any funds not so expended, includingfundslostordivertedforotherpurposes, shall be returned to County. Contractor shall providetheCountywithprogressreportsuponCounty's request; or Contractor shall furnish progressreportsasmorespecificallysetforthintheattachedExhibit "A ". 6.3 Contractor shall maintain, for a minimum of 3 years, adequate financial and programmatic records for reporting to County on performance of its responsibilities hereunder.Contractor shall be subject to financial audit by federal, state or county auditors or their designees. Contractor authorizes County to perform audits or to make inspections during normalbusinesshours, upon 48 hours notice to Contractor, for the purpose of evaluating performanceunderthisAgreement. Contractor shall cooperate fully with authorized HHS representatives intheobservationandevaluationoftheprogramandrecords. Contractor shall have the right todisputeanyclaimsofmisuseoffundsandseekanamicableresolutionwithCounty. 6.4 Contractor shall comply with all applicable federal, state and local rules,regulations and laws governing services of the kind provided by Contractor under this Agreement. Contractor shall be solely responsible for ensuring proper licensing andcredentialingofthoseprovidingservicesunderthisAgreement. 6.5 Contractor shall comply with the requirements of the Civil Rights Act of 1964andSection504, Rehabilitation Act of 1973, concerning discrimination on the basis of race,color, sex, age, religion, political beliefs, national origin, or handicap. 4 7.Notice: Any notice required under this Agreement shall be given in writing by registered or certifiedmail; return receipt requested which shall be addressed as follows: COUNTY:CONTRACTOR: Eagle County Public Health Jennie Wahrer Early Childhood PartnersP.O. Box 660 P.O. Box 4532Eagle, CO 81631 Eagle, CO 81631970 - 328 -2604 8.Insurance: 8.1 At all times during the term of this Agreement Contractor shall maintain in fullforceandeffectthefollowinginsurance: Insurance Type Coverage MinimumsWorkers' Compensation StatutoryEmployersLiability, including 500,000OccupationalDisease Comprehensive General Liability, including 600,000 per occurrence or as specified inBroadFormPropertyDamagetheColoradoGovernmentalImmunityAct, Professional Liability Insurance whichever is greater 500,000 per occurrence 8.2 Contractor shall purchase and maintain such insurance as required above and shallprovidecertificatesofinsuranceinaformacceptabletoCountyuponexecutionofthisAgreement. 9.Non - Assignment and Subcontractors: Contractor shall not assign this Agreement or employ any subcontractor without the priorwrittenapprovaloftheCountyRepresentative, who is designated in Section 7 of this Agreement.The Contractor shall be responsible for the acts and omissions of its agents, employees and sub-contractors. The Contractor shall bind each subcontractor to the terms of this Agreement. TheCountymayterminatethisAgreement, if the Contractor assigns or subcontracts this AgreementwithoutthepriorwrittenconsentfromtheCounty, and any such assignment or subcontractingshallbeamaterialbreachofthisAgreement. 10. Jurisdiction and Confidentiality: 10.1 This Agreement shall be interpreted in accordance with the laws of the State ofColoradoandthepartiesherebyagreetosubmittothejurisdictionofthecourtsthereof. Venue shallbeintheFifthJudicialDistrictfortheStateofColorado. 10.2 The Contractor acknowledges that, during the term of this Agreement and in the course 5 of the Contractor rendering the Contractor's Services, the Contractor may acquire knowledge of thebusinessoperationsoftheCountynotgenerallyknowndeemedconfidential. Contractor shall notdisclose, use, publish or otherwise reveal, either directly or through another, to any person, firm orcorporation, any such confidential knowledge or information and shall retain all knowledge andinformationwhichshehasacquiredastheresultofthisAgreementintrustinafiduciarycapacity for thesolebenefitoftheCountyduringthetermofthisAgreement, and for a period of five (5) yearsfollowingterminationofthisAgreement. Any such information must be marked as confidential.The parties recognize that the County is subject to the Colorado Open Records Act and nothinghereinshallprecludeareleaseofinformationthatissubjecttothesame. 11. Miscellaneous: 11.1 This Agreement constitutes the entire Agreement between the parties related to itssubjectmatter. It supersedes all prior proposals, agreements and understandings, either verbal orwritten. 11.2 This Agreement does not and shall not be deemed to confer upon or grant to anythirdpartyanyrightenforceableatlaworequityarisingoutofanyterm, covenant, or conditionhereinorthebreachhereof. 11.3 Invalidity or unenforceability of any provision of this Agreement shall not affecttheotherprovisionshereof, and this Agreement shall be construed as if such invalid orunenforceableprovisionwasomitted. 12. Prohibitions on Public Contract for Services: If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. §8- 17.5 -101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract.By execution of this Contract, Contractor certifies that it does not knowingly employ or contractwithanillegalalienwhowillperformunderthisContractandthatContractorwillparticipateintheE -verify Program or other Department of Labor and Employment program ( "DepartmentProgram ") in order to confirm the eligibility of all employees who are newly hired foremploymenttoperformworkunderthisContract. a) Contractor shall not: i) Knowingly employ or contract with an illegal alien to performworkunderthiscontractforservices; or ii) Enter into a contract with a subcontractor that fails to certify to theContractorthatthesubcontractorshallnotknowinglyemployorcontractwithanillegalalientoperformworkunderthepubliccontractforservices. b) Contractor has confirmed the employment eligibility of all employees whoarenewlyhiredforemploymenttoperformworkunderthisContractthroughparticipationintheE -verify Program or Department Program, asadministeredbytheUnitedStatesDepartmentofHomelandSecurity.Information on applying for the E -verify program can be found at:http:// www .dhs.aov /xprevprotlprogralns /gc 1185221678150.shtm 6 c) The Contractor shall not use either the E -verify program or other Department Program procedures to undertake pre - employment screeningofjobapplicantswhilethepubliccontractforservicesisbeingperformed. d) If the Contractor obtains actual knowledge that a subcontractor performingworkunderthepubliccontractforservicesknowinglyemploysorcontractswithanillegalalien, the Contractor shall be required to: i)Notify the subcontractor and the County within three (3) days thattheContractorhasactualknowledgethatthesubcontractoris employing or contracting with an illegal alien; and ii) Terminate the subcontract with the subcontractor if within three 3) days of receiving the notice required pursuant to subparagraph i) of paragraph (d) the subcontractor does not stop employing orcontractingwiththeillegalalien; except that the Contractor shall not terminate the contract with the subcontractor if during suchthreedaysthesubcontractorprovidesinformationtoestablishthat the subcontractor has not knowingly employed or contracted withanillegalalien. e) The Contractor shall comply with any reasonable request by theDepartmentofLaborandEmploymentmadeinthecourseofan investigation that the department is undertaking pursuant to its authorityestablishedinC.R.S. § 8- 17.5- 102(5). f) If a Contractor violates these prohibitions, the County may terminate thecontractforabreachofthecontract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Contractor shall be liable for actual and consequential damages to the County asrequiredbylaw. g) The County will notify the office of the Colorado Secretary of State ifContractorviolatesthisprovisionofthisContractandtheCountyterminatestheContractforsuchbreach. 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day andyearfirstabovewritten. COUNTY OF EAGLE, STATE OF COLORADO By and through its County Manager By:APP" Y....E....,i-c.. Keith P. Montag, County Manage Early Childhood Partners, Inc. By:2, Jeanne Queeney, Executiv Director STATE OF COLORADO ss County of LA The foregoing was acknowledged before me this day of 1 I ()rdfrFe tidLe , 20 l gbyJeanneMcQueeney, Executive Director of Early Childhood Partners, Inc. Witness my hand and official seal. My commission expires:Y X P// SANDRA L. DAHLGREN NOTARY PUBLIC ri''i u 7 1 I '' I STATE OF COLORADO Notary P My Commission Expires 08/28/2014 8 OP ID: AKACOR DATE (MMIDDfY YYY)CERTIFICATE OF LIABILITY INSURANCE 10/31/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATEDOESNOTAFFIRMATIVELYORNEGATIVELYAMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVEORPRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject tothetermsandconditionsofthepolicy, certain policies may require an endorsement. A statement on thls certificate does not confer rights to thecertificateholderInlieuofsuchendorsement(s). PRODUCER Phone: 970 -949 -5110 CONTACTArrowInsuranceMgt -Avon NAlae: 70 Benchmark Rd #103 Fax: 970 - 949 -6306 E„n.Fax P.O. Box 918 EMAIL N0) Avon, CO 81620 ADDRESS: Angle Kriedeman CUSTOMERCUSTOMERCUSTOMER ID is INSURER(S) AFFORDING COVERAGE NAICINSUREDEarlyChildhoodPartnersINSURERA: Philadelphia Insurance CoPOBox4532 INSURER B: Pinnacol AssuranceEagle, CO 81631 INSURER C: INSURER D : INSURER E : INSURER F COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. N01WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATEMAYBEISSUEDORMAYPERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.INSR ADOL SUERLTRTYPEOFINSURANCEINSRWVn POLICY NUMBER i (MMDIYYYVI (M LM1DYDIYEYI Y)LIMITSGENERALLIABILITY EACH OCCURRENCE 1,000,000A © COMMERCIAL GENERAL LIABILITY PHPK817390 02/11112 02/11/13 PRE RENTwrence) 100,0001111CLAIMS-MADE I X I OCCUR MED EXP (Any one person) 5,000 PERSONAL 8 ADV INJURY 1,000,000 GENERAL AGGREGATE _ $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS COMP /OP AGG $2000,000XPOLICYI PRIFCOT ri LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO Ea accident ALL OWNED AUTOS BODILY INJURY (Per person) $ SCHEDULED AUTOS BODILY INJURY (Per ai.citlenq $ HIRED AUTOS PROPERTY DAMAGE Per accident) NON -OWNED AUTOS g UMBRELLA LIAB OCCUR EACH OCCURRENCEEXCESSLIABCLAIMS -MADE AGGREGATE g DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY C SATUTH-X TORY T L - IMITS I I OERB OFFICERRiMEMBER EXCLUDED'? aJ11vE I N I NIA 4134932 10101112 10/01/13 EL. EACH ACCIDENT 100,000MandatoryInNH) It yes, desaiGe under E.L. DISEASE - EA EMPLOYEE $100,000 O SCRIPTIOPI OF OPERATIONS below E L DISEASE - POLICY LIMIT $500,000AProfessionalLiabPHPK81739002/11/12 02/11/13 Aggregate 2,000,000 Occurrent 1,000,000DESCRIPTIONOFOPERATORSILOCATIONSIVEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle County Health & Human ACCORDANCE WITH THE POLICY PROVISIONS. Services PO Box 660 AUTHORIZED REPRESENTATIVE Eagle, CO 81631 Angie Kriedeman 1988 -2009 ACORD CORPORATION. All rights reserved.ACORD 25 (2009/09)The ACORD name and logo are registered marks of ACORD