HomeMy WebLinkAboutC17-308 Pitkin County IGAINTERGOVERNMENTAL AGREEMENT
Between Eagle County and Pitkin County
For Public Health Planning Services
THIS INTERGOVERNMENTAL AGREEMENT (the "Agreement" or "Public Health
Planning Services IGA"), is effective as of April 1, 2017, and is entered into by and between the
Board of County Commissioners of Pitkin County, Colorado whose address is 123 Emma Road,
Suite 106, Basalt, Colorado 81621 ("Pitkin") and Eagle County, Colorado, by and through its
Board of County Commissioners whose address is 500 Broadway, Eagle, Colorado, 81631
("Eagle"). Pitkin and Eagle are hereinafter referred to collectively as the "Parties."
RECITALS
WHEREAS, this Agreement is entered into pursuant to, C.R.S. §§ 29-1-201, et seq., and
Article XIV, Section 18 of the Colorado Constitution; and
WHEREAS, both Pitkin and Eagle work to promote the health, safety and welfare of
their residents of all ages; and
WHEREAS, Pitkin has the time, skill and expertise to provide certain public health
planning services to Eagle as set forth herein and Eagle desires to have Pitkin provide the public
health planning services; and
WHEREAS, this Agreement shall govern the relationship between Pitkin and Eagle in
connection with the services described herein below.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual promises and agreements
of the Parties and other good and valuable consideration, the adequacy and sufficiency of which
is hereby acknowledged, the Parties agree as follows:
1. Services. Pitkin agrees that ,it will provide public health planning services on behalf of
Eagle in compliance with all applicable laws, rules and regulations, and within required
timelines, and as set forth on Exhibit A, attached hereto and incorporated herein by this reference
(hereinafter the "Services"). If no schedule is set forth in Exhibit A then Pitkin agrees to furnish
the Services in a timely and expeditious manner consistent with the applicable standard of care.
Eagle's obligations and authority with regard_ to Services are also set forth on Exhibit A. In the
event of a 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. Term and Extensions. This Agreement shall commence upon the date first written above,
and subject to the provisions of paragraph 6.A. hereof, shall continue in full force and effect
C17-308
through the 315` day of December, 2017. This Agreement may be extended for successive
one-year terms upon mutual written agreement of the Parties.
3. Compensation. Eagle will compensate Pitkin 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 $37,500. Pitkin shall not be entitled to bill at overtime and/or
double time rates for work done outside of normal business hours unless specifically authorized
in writing by Eagle.
a) Invoices and Payment. Pitkin will submit invoices monthly to Eagle. Invoices
shall include a description of Services performed. Pitkin agrees to provide any
additional detail or documentation in support of such invoices as Eagle may
request. Eagle shall make payment for Services satisfactorily performed within
thirty (30) days of receipt of a proper and accurate invoice. All invoices shall
include detail regarding the hours spent, tasks performed, who performed each
task and such other detail as Eagle may request.
All invoices shall be emailed to PHinvoices&ea leg coup , .us to ensure proper
payment.
b) Documentation. Pitkin and Eagle agree to maintain back-up documentation in
accordance with applicable State and Federal guidelines for all billings.
4. Insurance. Each Party shall maintain insurance appropriate to protect against risks
associated with the Services being performed during the course of this Agreement.
5. Ownership of Documents. All documents prepared by Pitkin in connection with the
Services shall become property of Eagle. Pitkin shall execute written assignments to Eagle of all
rights (including common law, statutory, and other rights, including copyrights) to the same as
Eagle shall from time to time request. For purposes of this paragraph, the term "documents" shall
mean and include all reports, plans, studies,, tape or other electronic recordings, drawings,
sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Pitkin
(including any employee or subcontractor in connection with the performance of the Services
and additional services under this Agreement).
6. Miscellaneous Provisions,
A. Termination of Agreement. The Parties each reserve the right to terminate this
Agreement without cause upon 90 days prior written notice provided in accordance with
Paragraph 6. F. below. Should either Party default in the performance of its obligations under
this Agreement the other Party may terminate this Agreement upon 60 days prior written notice
provided in accordance with Paragraph 6. F. below. In the event this Agreement is terminated,
Pitkin shall immediately provide Eagle with all documents as defined in paragraph 5 hereof, in
such format as Eagle shall direct and shall return all Eagle owned materials and documents.
Further, Pitkin shall no longer be permitted access to and use of the office share space identified
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in Exhibit A. Eagle shall pay Pitkin for Services satisfactorily performed to the date of
termination.
B. Relationship of Parties
(i) Independent Government Status. The Parties to this Agreement intend that
the relationship between them is that of independent governmental agencies cooperating in
accordance with C.R.S. § 29-1-203. Pitkin, and any agent, employee, or servant of Pitkin shall
not be deemed to be an employee, agent, or servant of Eagle. Eagle, and any agent, employee, or
servant of Eagle shall not be deemed to be an employee, agent, or servant of Pitkin.
(ii). Not Exclusive:
1. Pitkin is not required to offer Services exclusively to Eagle under
this Agreement. Pitkin may choose to work for other individuals or entities during the term of
this Agreement, provided that the Services and deliverable products required under this
Agreement are submitted in the manner and on the schedule defined within this Agreement.
2. Pitkin warrants that the performance of Pitkin's obligations under
this Agreement, and all work it produces, will be performed by personnel in accord with the
applicable industry standard of care.
3. Pitkin and any agent, employee or servant of Pitkin is not entitled
to any Workman's Compensation benefits through Eagle and is responsible for payment of any
federal, state FICA and other income taxes.
C. Non -Assignable. This Agreement is not assignable by either Party. Any attempt
to assign this Agreement shall be void.
D. Integrated Agreement. This Agreement may be changed or modified only in
writing by an Agreement approved by the Parties and signed by authorized officers of each
Party. This Agreement constitutes the entire Agreement between the Parties and all other
promises and agreements relating to the subject of this Agreement, whether oral or written, are
merged herein.
E. Severability. Should any one or more sections or provisions of this Agreement
be judicially adjudged invalid or unenforceable, such judgment shall not affect, impair, or
invalidate the remaining provisions of this Agreement, the intention being that the various
sections and provisions hereof are severable.
F. Notices. Any notice required or permitted under this Agreement shall be in
writing and shall be hand -delivered or sent by _registered or certified regular mail, postage
pre -paid and via e-mail (electronic delivery) to the mailing and e-mail addresses set forth below.
Each party by notice sent under this paragraph may change the address to which future notices
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should be sent. Electronic, delivery of notices shall be considered delivered upon receipt of
confirmation of delivery on the part of the sender.
Notice to Pitkin: Karen Koenemann
0405 Castle Creek Rd., Suite 202
Aspen, CO 81611Karen.Koenemann@pitkincounty.com
With copy to: Pitkin County Attorney
123 Emma Road, Suite 204
Basalt, Colorado 81621
attorney@pitkincounty.com
Notice to Eagle: Chris Lindley
551 Broadway, P.O. Box 660
Eagle, CO 81631
Chris.Lindley@eaglecounty.us
With a copy to: Eagle County Attorney
500 Broadway, P.O. Box 850
Eagle, CO 81631
attnea leg county.us
G. Immuni1y. The Parties agree and understand that each is relying on and does
not waive, by any provisions of this Agreement, the monetary limitations or terms or any
other rights, immunities, and protections provided by the Colorado Governmental Immunity
Act, C.R.S. §§ 24-10-101, et seg., as from time to time amended or otherwise available to the
Parties or any of their officers, agents, or employees.
H. Currently Budgeted Expenditures. The Parties acknowledge and agree that any
payments provided for hereunder or requirements for future appropriations shall refer only to
currently budgeted expenditures of the respective Parties. The Parties' obligations under this
Agreement are subject to each individual Party's annual right to budget and appropriate the
sums necessary to provide the services set forth herein. No provision of this Agreement shall be
construed or interpreted as creating a multiple fiscal year direct or indirect debt or other
financial obligation of either or both Parties within the meaning of any constitutional or
statutory debt limitation. This Agreement shall not be construed to pledge or create a lien on
any class or source of either Parties' bonds or any obligations payable from any class or source
of each individual Party's money.
I. Binding Effect. The rights and obligations of the Parties under this
Agreement shall be binding upon and shall inure to the benefit of the Parties and their
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respective successors and assigns. Enforcement of this Agreement and all rights and
obligations hereunder are reserved solely for the Parties and not to any third party.
J. Method for Resolvine Disputes and Service. In the event of a dispute between
the Parties concerning performance of either Party's obligations under this Agreement, the
dispute shall first be referred to each Party's respective Public Health Director. In the event
that these individuals are unable to reach agreement regarding the dispute, they shall refer it to
the respective County Managers of each Party. Should the County Managers fail to resolve the
dispute, this Agreement may be terminated pursuant to Paragraph 6. A. of this Agreement and
either Party may pursue such remedies as may be available to it.
K. Choice of Law and Venue. This Agreement shall be construed according to the
laws of the State of Colorado, and venue for any action shall be in the District Court of either
Pitkin County or Eagle County.
L. Attorney Fees. In the event that legal action is necessary to enforce any of the
provisions of this Lease, the substantially prevailing party, whether by final judgment or out of
court settlement, shall recover from the other party all costs and expenses of such action or
suit including reasonable attorney's fees.
M. No Waiver. The waiver by any party to this Agreement of any term or
condition of this Agreement shall not operate or be construed as a waiver of any subsequent
breach by any party.
N. Counterparts. This Agreement may be signed using counterpart signature
pages, with the same force and effect as if all parties signed on the same signature page.
Pitkin Approval. The foregoing Agreement is approved by the Board of County
Commis ioners of Pitkin County, Colorado at its regular meeting held on the � day of
..(JjJttLA— ,2017.
Eagle Approval. The foregoing Agreement is approved by the Board of County
Commissioners of Eagle County, Colorado at its regular meeting held on the q lday of
"L— -41Si 12017.
[Signature Page(s) Follow]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as
of the day and year above written.
COUNTY OF EAGLE, STATE OF COLORADO,
By and Through Its BOARD OF COUNTY
COMMISSIONERS
Gl
QCO
cBy:
wian H. Ryan, C air
Attest:
ORAp0
By:
Regina O'Brien, Clerk to the Board
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as
of the day and year above written.
OF COUNTY COMMISSIONERS
Manager Approval:
By:
Jon Peacock, ounty Manager
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APPROVED AS TO FORM
ou orney
EXHIBIT A
Public Health Planning Services
Duties and Responsibilities. A Pitkin employee shall provide the following Services to Eagle
County:
The Pitkin employee shall provide leadership for the Mid -Valley Planning Team and
subcommittees. This includes coordinating and facilitating bi-annual meetings of the full
planning team; fostering the development of subcommittees and assisting with strategic
planning; recruiting and retaining partnerships of the planning team; and maintaining the
planning team's web page.
2. The Pitkin employee shall develop and foster partnerships with Roaring Fork Valley
non-profit organizations and government entities.
3. The Pitkin employee will represent the Roaring Fork Valley at various community
meetings and coalitions, such as, but not limited to: West Mountain Regional Healthcare
Coalition, Cradle to Career Initiative, LiveWell Garfield County, Health Communities
Coalition, Senior Collaborative, Mental Health and Substance Abuse Alliances.
4. The Pitkin employee shall strategically link public health initiatives between Pitkin,
Eagle, and Garfield counties.
Accountability: The Pitkin employee will report to Pitkin County's Public Health Director, or
designee. The Pitkin employee or his or her supervisor will participate in monthly telephone
calls, or more frequently as reasonably needed or requested by Eagle. The telephone calls will be
scheduled with Eagle County's Public Health Director, or designee, to provide updates and to
discuss accomplishments, challenges, and barriers. Pitkin and/or Eagle will replace personnel
performing the Services if consistent barriers and challenges are identified by Eagle or Pitkin.
Accommodations: Eagle will provide office share space in its El Jebel office. A schedule will be
determined by Pitkin's employee and the Eagle County Public Health Director. Pitkin will
provide its employee with a laptop computer and cell phone. A landline phone at the Eagle office
space may be used by the Pitkin employee in connection with performance of the Services when
in the Eagle office.
Compensation: Pitkin will send a monthly invoice to Eagle in the amount of $4166.66 together
with the detail identified in paragraph 3 of the Agreement. The total compensation under this
Agreement shall not exceed $37,500, for the term ending December 31, 2017. Invoices are to be
emailed to Eagle County Public Health and Environment, at PHinvoices@eaglecounty.us.
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