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HomeMy WebLinkAboutC18-020 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 January 1, 2018, 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 through the 3131 day of December, 2018. This Agreement may be extended for successive one- year terms upon mutual written agreement of the Parties, C18-020 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 $51,500. 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 PF invoices@eagiecounty.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. S. 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 in Exhibit A. Eagle shall pay Pitkin for Services satisfactorily performed to the date of termination. 2 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. § 29-1-243. 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. a. 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. b. 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. C. 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 provided by electronic delivery to the e-mail addresses set forth below and by one of the following methods 1) hand -delivery or 2) registered or certified mail, postage pre- paid to the mailing addresses set forth below. Each party by notice sent under this paragraph may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery an the part of the sender. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process. 3 Notice to Pitkin: Karen Koenemann 0405 Castle Creek Rd., Suite 202 Aspen, CO 81611 Karen.Koenemann@pitkincounty.com With copy to: Pitkin County Attorney 123 Emma Road, Suite 204 Basalt, Colorado 81621 attorney@piticinco-unty.com pitkincounty.com Notice to Eagle: Rebecca Larson 551 Broadway, P.O. Box 660 Eagle, CO 81631 rebecca.larson@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway, P.O. Box 850 Eagle, CO 81631 atty@eaglecounty.us G. Immunity. 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.A.S. §§ 24-10-101, et seq., 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. Sinding 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 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 Resolving Disputes and Service. In the event of a dispute between the Parties concerning performance of either Parry's obligations under this Agreement, the dispute 4 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. Intentionally Omitted. M. No Waiver. The waiver by any party to this Agreement of any tern 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. O. Authority. Each person signing this Agreement represents and warrants that said person is fully authorized to enter into and execute this Agreement and to bind the party it represents to the terms and conditions hereof. Pitkin Approval. The foregoing Agreement is approved by the Board of County issioners of Pitkin County, Colorado at its regular meeting held on the f - day of C+.Qi1u 2017. Eagle Approval. The foregoing Agreement is approved by the Board of County Commissioners of Eagle County, Colorado at its regular meeting held on 01/23/2018 [Signature Page{s} Follow] 5 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year above written. Attest, BY: L56�F . . ..... Regina O'Brien, Clerk to the Board COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS 1.1 Kathy Chandler -Henry, Chair IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year above written. BOARD OF COUNTY COMMISSIONERS OF PI�TN COUNTY, Co 0 RA3a0 Ch it Manager Approval: By: Jon Peacock, ounty Manager 7 APPROVED AS TO FORM By: Couu ey EXHi13IT A Public Health Planning Services Duties and Responsibilities: A Pitkin employee shall provide the following Services to Eagle County: I. The Pitkin employee shall. develop and foster partnerships with Roaring Fork Valley non- profit organizations and government entities. 2. 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, Health Communities Coalition, Senior Collaborative, Mental Health and Substance Abuse Alliances. 3. The Pitkin employee shall strategically coordinate and evaluate regional activities in alignment with the regional public health improvement plan. 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 Deputy 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 $$4,291.66 together with the detail identified in paragraph 3 of the Agreement. The total compensation under this Agreement shall not exceed $51,500, for the term ending December 31, 2418. Invoices are to be emailed to Eagle County Public Health and Environment, at PHinvoices@eaglecounty.us. P